Exhibit 10.22


AMENDMENT

TO THE 

DEFERRED COMPENSATION AGREEMENT

BETWEEN

HONEYWELL INTERNATIONAL INC. AND DAVID M. COTE

DATED AUGUST 4, 2006


                    Pursuant
to the authority granted to proper officers of Honeywell International Inc.
(the “Company”) by the Management Development and Compensation Committee of the
Board of Directors on December 11, 2009, and in accordance with an agreement
made between the Company and Mr. David M. Cote to amend the Deferred
Compensation Agreement between David M. Cote and Honeywell International Inc.
dated August 4, 2006 (the “Agreement”), the Agreement shall be amended
effective January 1, 2010 in the following particulars:



	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 By replacing
 paragraph 2(c) in its entirety with the following new paragraph 2(c):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “c.

 	
 ‘Annual
 Payment’ means $62,000.”

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 By replacing
 Section 3 in its entirety with the following new Section 3:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “3.

 	
 Payment of
 Annual Payments and the Premium.

 






	
  

 	
  

 
	
  

 	
           a.          Annual
 Payments Before Executive’s Death. Subject to Sections 5(a), 5(b), 9(a)
 and 9(b), Honeywell shall pay Executive the Annual Payment no later than
 January 15th of each calendar year for which the Annual Payment is due.
 Honeywell shall tax and report each Annual Payment as wages and shall withhold
 all applicable federal, state and local taxes from the Annual Payment.
 Executive shall remain solely responsible for any federal, state, local or
 other taxes associated with the Annual Payment. 

 
	
  

 	
  

 
	
  

 	
           b.          Annual
 Payments After Executive’s Death. Subject to Sections 5(a), 5(b), 9(a)
 and 9(b), if Executive predeceases Co-insured, Honeywell shall pay Co-insured
 the Annual Payment no later than January 15th of each calendar year for which
 the Annual Payment is due. Honeywell shall properly report and withhold all
 applicable federal, state and local taxes from the Annual Payment. Co-insured
 shall remain solely responsible for any federal, state, local or other taxes
 associated with the Annual Payment. 

 
	
  

 	
  

 
	
  

 	
           c.          Annual
 Premium Payments. Executive (or Co-insured following Executive’s death)
 shall be solely responsible for paying the full amount of the Premium
 directly to the Insurer by its required due date.” 

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 By replacing
 Section 4 in its entirety with the following new Section 4:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “4.    Policy
 Ownership. Executive (or Co-insured following Executive’s death) shall be
 the owner of the Policy and shall be entitled to exercise all rights of
 ownership, including the right to assign ownership to another person or
 entity as permitted by the Policy. Honeywell shall have no rights with
 respect to the Policy.”

 






	
  

 	
  

 
	
  

 	
 HONEYWELL
 INTERNATIONAL INC.

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 /s/ Mark
 James

 
	
  

 	
 Mark James

 
	
  

 	
 Senior Vice
 President – Human Resources and Communications

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 DAVID M. COTE

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 /s/ David M. Cote

 
	
  

 	
  

 
	
 Dated:
 February 2, 2010