c56028_ex10-13.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







Exhibit 10.13


HONEYWELL 

SUPPLEMENTAL DEFINED BENEFIT RETIREMENT PLAN


(Amended and Restated Effective January 1, 2009)


SECTION 1 

INTRODUCTION


1.1. Preambles. Honeywell International Inc. ("Honeywell"), a Delaware corporation, maintains a tax qualified defined benefit plan known as the Honeywell Retirement Earnings Plan (the "Retirement Earnings Plan"), a successor to
the Honeywell Retirement Benefit Plan. Benefits in the Retirement Earnings Plan are restricted by sections 415 and 401(a)(17) of the Internal Revenue Code, as amended (the "Code"), and by the non-recognition of certain types of compensation.



Section 3(36) and section 4(b)(5) of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") recognize and authorize the establishment of an unfunded, nonqualified plan of deferred compensation maintained by an
employer solely for the purpose of providing benefits for employees in excess of the limitations on benefits imposed under section 415 of the Code. Sections 201, 301 and 401 of ERISA also recognize the creation of an unfunded, nonqualified plan
maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. 


On April 20, 1976, Honeywell Inc. ("Honeywell Inc.") established the Honeywell Supplementary Retirement Plan for the Purpose of providing the full benefits promised to employees under the Honeywell Retirement Benefit Plan without
regard to the limitation on benefits imposed by section 415 of the Code. On July 1, 1989, Honeywell Inc. established the Honeywell Supplementary Executive Retirement Plan For Compensation In Excess Of $200,000 for the purpose of providing the
full benefits promised to employees under the Honeywell Retirement Benefit Plan without regard to the limitation on compensation imposed by section 401(a)(17) of the Code. On January 1, 1985, Honeywell Inc. established the Honeywell Supplementary
Retirement Plan For CECP Participants for the purpose of providing the full benefits promised to employees under the Honeywell Retirement Benefit Plan without regard to the exclusion from earnings of deferred incentive awards paid under the
Honeywell Corporate Executive Compensation Plan (collectively, "the SERPs"). 


Each of the SERPs was amended and restated effective September 20, 1994. The SERPs were amended, completely restated and consolidated into one plan and completely superseded each Prior Plan Statement effective for persons retiring
on or after January 1, 1998. The consolidated plan was designated as the 












Honeywell Supplemental Defined Benefit Retirement Plan (the "Plan"). Honeywell Inc. became a wholly owned subsidiary of Honeywell International Inc. on December 2, 1999 and the Plan was subsequently amended and restated December
30, 2000. The Plan is intended to be, in part, an unfunded excess benefit plan within the meaning of section 3(36) ERISA and, in part, an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees as provided in sections 201(2), 301(3) and 401(a)(1) of ERISA. 


The Plan as amended and restated effective January 1, 2009 applies to a Participant who (i) has any portion of a benefit that accrues on or after January 1, 2005, (ii) has any portion of a benefit that accrued prior to January 1,
2005 but was vested on or after December 31, 2004, or (iii) has an increase in the value of any subsidy with respect to Grandfathered Benefits payable upon retirement before the Base Plan’s normal retirement date that accrues or increases as a
result of service after December 31, 2004. The Plan preceding this amendment and restatement applies to a Participant not described in clause (iii) of the preceding sentence whose entire benefit accrued and vested before January 1, 2005
(“Grandfathered Benefit”). 


1.2. Definitions. When used herein with initial capital letters, the following words have the following meanings: 


      1.2.1 Base Plan - the portion of the tax-qualified Honeywell Retirement Earnings Plan providing pension benefits to employees under the Honeywell Retirement Benefit Plan formula and provisions as set forth in the applicable
Supplement to the Honeywell Retirement Earnings Plan as the same exists and is amended from time to time. 


      1.2.2. Committee - the Management Development and Compensation Committee of the Board of Directors of Honeywell International Inc. If no such committee exists at any relevant time, the duties allocated to such committee under
this Plan shall be discharged by the Board of Directors of Honeywell or a person or committee to whom such duties may be delegated by the Board of Directors. 


      1.2.3. Earliest Retirement Date –the earliest date as of which the participant would be eligible to commence the receipt of his Base Plan benefit, whether or not he elects to commence receipt of such Base Plan benefit as of
such date. 


      1.2.4. Effective Date - April
5, 2004.


     1.2.5. Employer - Honeywell
International Inc. and any business entity that, with the approval of Honeywell adopts the Plan.


      1.2.6. Participant - an employee of the Employer who becomes a Participant in the Plan in accordance with the provisions of Section 2 (or any comparable provision of the Prior Plan Statements).












      1.2.7. Plan - this excess benefit and nonqualified deferred compensation plan of the Employer established for the benefit of employees eligible to participate therein, as first set forth in the Prior Plan Statements and as
amended and restated in this Plan Statement. (As used herein, "Plan" refers to the legal entity established by the Employer and not to the documents pursuant to which the Plan is maintained. Those documents are referred to herein as the "Prior Plan
Statement" and the "Plan Statement.") The Plan shall be referred to as the Honeywell Supplemental Defined Benefit Retirement Plan. 


      1.2.8. Plan Statement - this document entitled "Honeywell Supplemental Defined Benefit Retirement Plan (Amended and Restated Effective January 1, 2009)," as adopted by Honeywell effective as of January 1, 2009, as the same may be
amended from time to time thereafter.


     1.2.9. Plan Year - the twelve-(12) month period ending on December 31.


     1.2.10. Prior Plan Statements - the series of documents pursuant to which components of this Plan were established and operated thereafter until April 5, 2004. 


      1.2.11. Separation from Service Date – the date on which the Participant’s separation from service with Honeywell and its subsidiaries and affiliates occurs within the meaning of Section 409A of the Code. A
Participant’s Separation from Service Date occurs when the facts and circumstances indicate that Honeywell and the Participant reasonably anticipate that no further services will be performed after a certain date or that the level of services
the Participant will perform after such date will permanently decrease to no more than 20% of the average level of services performed over the immediately preceding 36-month period (or, if shorter, the entire period of the Participant’s
employment by Honeywell and its subsidiaries and affiliates). 


      1.2.12. Specified Employee –any Participant who, at any time during the twelve (12) month period ending on the identification date (as determined by the Vice President, Compensation and Benefits or his delegate), is a
specified employee under Section 409A of the Code, as determined by the Vice President, Compensation and Benefits or his delegate, which determination of “specified employees” and identification date shall be made by the Vice President,
Compensation and Benefits or his delegate in accordance with the provisions of Sections 416(i) and 409A of the Code and the regulations issued thereunder. 


      1.2.13. Supplemental Savings Plan - the Supplemental Non-Qualified Savings Plans for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries. 


1.3. Rules of Interpretation. Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words
"hereof," "herein" or "hereunder" or other similar compounds of the word "here" shall mean and refer to the 












entire Plan Statement and not to any particular paragraph or Section of this Plan Statement unless the context clearly indicates to the contrary. The titles given to the various Sections of this Plan Statement are inserted for
convenience of reference only and are not part of this Plan Statement, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof. Any reference in this Plan Statement to a statute or regulation shall be
considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation. This instrument has been executed and delivered in the State of New Jersey and has been drawn in conformity to the laws of that State and
shall, except to the extent that federal law is controlling and except for its law respecting choice of law, be construed and enforced in accordance with the laws of the State of New Jersey. 


SECTION 2 

ELIGIBILITY AND PARTICIPATION


2.1. Participation. An employee is eligible to participate in and receive benefits under this Plan if the employee satisfies the requirements of either Section 2.1.1 or Section 2.1.2: 


      2.1.1. General Participation Requirements. The employee (a) (i) is eligible to commence a normal or early retirement benefit under the Base Plan when employment terminates, (ii) dies while still actively employed by Honeywell
with a vested benefit in the Base Plan, (iii) has been granted a vested benefit in this Plan, or (iv) has been specifically selected by the Committee to participate in this Plan; and (b) has a benefit in the Base Plan that is reduced on account of
(i) the benefit limitation under section 415 of the Code or (ii) the compensation limitation under section 401(a)(17) of the Code, or (iii) the provision in the Base Plan excluding from earnings (A) any deferred incentive awards paid under the
Honeywell Corporate Executive Compensation Plan, the AlliedSignal Inc. Incentive Compensation Plan for Executive Employees, or the Salary and Incentive Award Deferral Plan for Selected Employees of Honeywell International Inc. and its Affiliates (or
any successor plans), or (B) any deferrals by the employee under the Supplemental Savings Plan. 


      2.1.2. Minimum Benefit Participation Requirements. The employee fails to satisfy the general participation requirements of Section 2.1.1 and has a benefit in the Base Plan that, after excluding from earnings any deferred
incentive awards paid under the Honeywell Corporate Executive Compensation Plan, the AlliedSignal Inc. Incentive Compensation Plan for Executive Employees, or the Salary and Incentive Award Deferral Plan for Selected Employees of Honeywell
International Inc. and its Affiliates (or any successor plans) and application of the benefit limitation under section 415 of the Code and the compensation limitation of section 401(a)(17) of the Code, is reduced solely on account of the exclusion
under the Base Plan of any deferrals by the employee under the Supplemental Savings Plan. 












2.2. Exclusions. The following employees shall be excluded from participation in the Plan:


      2.2.1 Non-Members of a Select Group of Management or Highly Compensated Employees. Notwithstanding anything to the contrary in this Plan or in any written communication, summary, resolution or document or oral communication,
unless an individual is a member of a select group of management or highly compensated employees (as that expression is used in ERISA), the individual shall not be a Participant in this Plan, develop benefits under this Plan or be entitled to
receive benefits under this Plan (either for the Participant or the Participant's survivors) except to the extent that the individual's benefits in Base Plan are reduced on account of Code section 415 limits. If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that an individual is
not a member of a select group of management or highly compensated employees (as that expression is used in ERISA), such individual shall not be (and shall not have ever been) a Participant in this Plan at any time except to the extent that the
individual's benefits in Base Plan are reduced on account of Code section 415 limits. If any person not so defined has been erroneously treated as a Participant in this Plan, upon discovery of such error such person's erroneous participation shall
immediately terminate ab initio and upon demand such person shall be obligated to reimburse Honeywell for all amounts erroneously paid to him or her. 


      2.2.2 Participants in the Honeywell International Inc. Supplemental Pension Plan or Honeywell International Inc. Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above. An employee entitled to a
supplemental benefit under the Honeywell International Inc. Supplemental Pension Plan or the Honeywell International Inc. Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above shall not be a Participant in this Plan and
shall not be entitled to any benefit under this Plan.


2.3. Duration. Any employee who has become a Participant in this Plan shall continue as a Participant until all benefits due under this Plan have been paid (or forfeited) without regard to whether he or she continues as a
participant in the Base Plan. 


SECTION 3

BENEFITS 


3.1. Participant Benefits.


     3.1.1 Basic Benefit. Commencing as of the payment date required under Section 4 below, a Participant satisfying the participation requirements of Section 2.1.1 shall receive a benefit in this Plan which shall be the excess, if any, of:












      (a) the amount that would be payable under the formula and rules of the Base Plan (as the Base Plan exists on the date as of which such amount is determined) if determined: 


          (i) without regard to the benefit limitation under section 415 of the of the Code, and


          (ii) without regard to the compensation limitation under section 401(a)(17) of the Code, and


          (iii) without regard to the exclusion from the definition of Earnings under the Base Plan of deferred incentive payments under Honeywell Corporate Executive Compensation Plan, the AlliedSignal Inc. Incentive Compensation Plan
For Executive Employees, or the Salary and Incentive Award Deferral Plan for Selected Employees of Honeywell International Inc. and its Affiliates (or any successor plans) or employee deferrals under the Supplemental Savings Plan, over 


     (b) the amount actually paid or payable from the Base Plan.


      3.1.2 Minimum Benefit. A Participant who only satisfies the participation requirements of Section 2.1.2 shall receive a benefit in this Plan commencing as of the payment date required under Section 4 below which shall be the
excess, if any, of: 


      (a) the amount that would be payable under the formula and rules of the Base Plan (as the Base Plan exists on the date as of which such amount is determined, including, without limitation, the provisions excluding from earnings
any deferred incentive awards paid under the Honeywell Corporate Executive Compensation Plan, the AlliedSignal Inc. Incentive Compensation Plan for Executive Employees, the Salary and Incentive Award Deferral Plan for Selected Employees of Honeywell
International Inc. and its Affiliates (or any successor plans), and the application of the benefit limitation under section 415 of the Code and the compensation limitation of section 401(a)(17) of the Code) if determined without regard to the
exclusion from the definition of Earnings under the Base Plan of any deferrals by the Participant under the Supplemental Savings Plan, over


     (b) the amount actually paid or payable from the Base Plan.


     3.1.3 Limitation on Benefits. A Participant's benefit in this Plan may be limited in the manner and to the extent to which the Participant has agreed in writing. A Participant satisfying the eligibility requirements of the Honeywell International Inc. Supplemental Pension Plan or the Honeywell International
Inc. Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above shall not be eligible for any benefits under this Plan.


     3.2. Survivor Benefit












      3.2.1. Death Before Benefits
Commence. If a Participant dies before the commencement of benefit payments from
this Plan, satisfies the eligibility requirements of Section 2.1.1 or 2.1.2 on
the date of death, and is eligible for a  pre-retirement survivor benefit in
the Base Plan, a benefit shall be payable to the Participant's survivor commencing
as of the first day of the month following
105 days after the later of the  Participant’s death or the date that would
have been the participant’s
Earliest Retirement Date. The survivor shall be the individual, if any, who is
entitled to the preretirement survivor benefit in the Base Plan. The benefit
shall be the Actuarial Equivalent of the amount the survivor would have received
under this Plan if the Participant had terminated employment on the day before
death, had commenced benefit payments on the date described in the preceding
sentence, and had died immediately thereafter, and shall be paid (1) in the form
of the annuity required by the Base Plan if the participant elected to
receive his benefit in an annuity, or (2) in all other cases, in the form of
a single lump sum  payment.


      3.2.2. Death After Benefits Commence. If a Participant dies after the commencement of benefit payments from this Plan, the benefit payable shall be unpaid installments of annuity, if any, which are to be continued for a joint
annuitant or beneficiary under the form of payment elected by the Participant under Section 4. If a participant receives his Supplemental Benefit in a single lump sum payment, no Supplemental Benefit shall be paid to his surviving spouse or beneficiary following his death. 

3.3. Special 1993 Vesting. As specified in the Prior Plan Statement, accrued benefits were determined and vested for certain employees as of specified dates in 1993 and, to the extent a vested benefit was attributable to service
after December 31, 1983, but before January 1, 1994, the present value of that benefit was treated as "wages" for such employee for purposes of the Federal Insurance Contribution Act (FICA) and the Federal Unemployment Act (FUTA). The amount of the
vested benefit of individuals who were named in the Prior Plan Statement and have not commenced benefits in the Plan as of the Effective Date are specified on Table II. 


SECTION 4 

DISTRIBUTIONS


4.1. Forms of Payment. The following rules shall be used in determining the time and form of payment for a Participant’s benefit: 


            (a) Except as otherwise provided in this Section 4.1, the Actuarial Equivalent value of a Participant’s benefit shall be paid in a single lump sum payment as of the first day of the month following 105 days after the later
of the participant’s Separation from Service Date or Earliest Retirement Date. 












            (b)
A Participant who was provided a payment election for his benefit prior to January
1, 2009 other than a Participant described in clause (c) and who elected an annuity
as his payment form shall, prior to his benefit commencement date, be entitled
to elect from among a 100% Joint and Survivor Annuity, a 50% Joint and Survivor
Annuity, a Single Life Annuity, and a 10 Year Period Certain and Life Annuity,
with such payments to begin as of the first day of the month following 105 days
after the later of the Participant’s
Separation from Service Date or Earliest Retirement Date. If a Participant fails
to elect an annuity payment form by the required date, his benefit shall be paid
in a single life annuity if he is unmarried on his benefit  commencement date
or in a joint and 100% survivor annuity, with his opposite sex spouse on his
benefit commencement date as his contingent annuitant, if he is married on his
benefit commencement date. 


            (c) A Participant who is listed on Schedule A of the Plan shall have his benefits paid or begin to be paid as of the date indicated on Schedule A in the payment form elected by such Participant; provided that a Participant who
elected an annuity as his payment form shall, prior to his benefit commencement date, be entitled to elect from among a 100% Joint and Survivor Annuity, a 50% Joint and Survivor Annuity, a Single Life Annuity, and a 10 Year Period Certain and Life
Annuity. If a Participant fails to elect an annuity payment form, his benefit shall be paid in a single life annuity if he is unmarried on his benefit commencement date or in a joint and 100% survivor annuity, with his opposite sex spouse on his
benefit commencement date as his contingent annuitant, if he is married on his benefit commencement date. 


            (d) A Participant who
is entitled to disability pension benefits under the Base Plan that qualify as “ancillary
benefits” shall continue to receive such benefits as required by the Base
Plan as long as the Participant satisfies the conditions applicable to such benefits.
The Actuarial Equivalent value of such Participant’s benefit at retirement
shall be paid as of the first day of the month following 105 days after the latest
date the ancillary disability pension benefits could be paid, whether or not
the ancillary disability pension benefits continue to be paid to such date. The
form of payment shall be determined in accordance with clause (1) or (2) as applicable. 

            (e) A Participant who is entitled to a benefit
    and whose Separation from Service Date and Earliest Retirement Date (other
    than a Participant described in clause (3)) both occurred before July 1,
    2009 shall receive his benefit as of July 1, 2009, with the form of payment
    determined in accordance with clause (1) or (2) as applicable.


            (f)
A Participant’s benefit shall include an estimate of any service or compensation (such as during a severance period or bridge leave of absence) following the Participant’s benefit commencement date that is
required to be taken into account in 












calculating a Participant’s benefit. In no event shall Honeywell be required to recalculate or otherwise true up the benefit actually paid.



            (g)
Notwithstanding any provision of this Section 4.1 to the contrary, if a Participant
is a Specified Employee at his Separation from Service Date and payment under
this Section 4.1 is required to be made or commence within the 6-month period
following his Separation from Service Date, such payment shall be delayed if
it is to be made in a single lump sum payment or accumulated if it is to be made
in an annuity until the earlier of the first day of the seventh month following
the Separation from Service Date or the first day of the month following the
Participant’s death, with no interest or earnings accruing on the delayed payments. 

4.2. Change in Control.



     4.2.1. Immediate Vesting. In the event of a Change in Control as defined in this Section, each employee who satisfies the eligibility requirements of Section 2.1.1 on the day before the Change in Control shall be immediately and fully vested in the benefit that would have been payable if the employee had
terminated employment on the day before the Change in Control and in any additional benefit the employee accrues in this Plan following the Change in Control.


      4.2.2. Definition. For all purposes of this Plan, a "Change in Control" shall have occurred if:


            (a) any "person" as such term is used in section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than Honeywell, any subsidiary of Honeywell, any "person" (as herein defined) acting
on behalf of Honeywell as underwriter pursuant to an offering who is temporarily holding securities in connection with such offering, any trustee or other fiduciary holding securities under an employee benefit plan of Honeywell or any corporation
owned, directly or indirectly, by the stockholders of Honeywell in substantially the same proportions as their ownership of stock of Honeywell), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, or securities of Honeywell Inc. representing thirty percent (30%) or more of the combined voting power of Honeywell's then outstanding securities; 


            (b) during any period of not more than two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board of Directors of Honeywell, and any new
director (other than a director designated by a "person" who has entered into an agreement with Honeywell to effect a transaction described in Section 4.2.2 (a), (c) or (d)) whose election by the Board of Directors of Honeywell or nomination for
election by Honeywell Inc.'s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof; 












            (c) the stockholders of Honeywell approve a merger or consolidation of Honeywell with any other corporation, other than (i) a merger or consolidate which would result in the voting securities of Honeywell outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of Honeywell or such
surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a capitalization of Honeywell (or similar transaction) in which no "person" (as hereinabove defined) acquires more
than thirty percent (30%) of the combined voting power of Honeywell's then outstanding securities; or 


            (d) the stockholders of Honeywell approve a plan of complete liquidation of Honeywell or an agreement for the sale or disposition of all or substantially all of Honeywell's assets (or any transaction having a similar effect).



4.3. Taxes. All taxes which may be due with respect to any payments or benefits under this Plan are the obligation of the Participant and not the obligation of the Employer. Notwithstanding any provision in this Plan to the
contrary, if all or a portion of a benefit in this Plan is determined to be includable in an individual's gross income and subject to income tax at any time prior to the time such benefit would otherwise be paid, that benefit or that portion of a
benefit shall be distributed to the individual if such distribution is permitted by Code section 409A. For this purpose, an amount is determined to be includable in an individual's gross income upon the earliest of: (a) a final determination by the
Internal Revenue Service addressed to the individual which is not appealed, (b) a final determination of by the United States Tax Court or any other federal court affirming an IRS determination, or (c) an opinion addressed to Honeywell by the tax
counsel for Honeywell that, by reason of the Code, Treasury Regulations, published IRS rulings, court decisions or other substantial precedent, the amount is subject to federal income tax prior to payment. 


4.4. Incompetency. When the Committee determines that an individual to whom benefits are payable is unable to manage his or her financial affairs, the Committee may pay such individual's benefits to a duly appointed conservator or
other legal representative of such individual or, if no prior claim has been made by such a conservator or legal representative, to a person or institution entrusted with the care or maintenance of the incompetent or disabled individual if the
Committee is satisfied that the payments will be used for the best interest of such individual. Any payment made in accordance with this Section shall constitute a complete discharge or any liability or obligation of the Employer and Plan.












SECTION 5 

GENERAL MATTERS



5.1. Funding. All benefits under this Plan shall be paid exclusively from the general assets of Honeywell. No fund or trust shall be established apart from the general assets of Honeywell for the purpose of this Plan and no assets
or property shall be segregated, pledged or set apart from the general assets of Honeywell for the purposes of funding this Plan. Any person entitled to benefits under this Plan shall be a general, unsecured creditor of Honeywell. The foregoing
shall not preclude the establishment by Honeywell of a "rabbi trust". 


Notwithstanding the preceding paragraph, the Committee is authorized (but not required) to cause Honeywell to fund all or a part of the benefits for such Participant or Participants as it may select in its sole discretion from
time to time. The Committee is authorized to select, appoint and remove trustees, to enter into, amend and terminate trust agreements, to create trust funds, to cause Honeywell to make contributions to such trust funds in such amounts as the
Committee may determine from time to time and to take all other actions that it may determine to be necessary or helpful in implementing the funding. 


5.2. Status of Participant. A Participant shall have no right, title, or interest in or to any investments which Honeywell may make to aid it in meeting the obligations of this Plan. Nothing contained in this Plan, and no action
taken pursuant to its provisions shall create or be construed to create a trust of any kind, or a fiduciary relationship between Honeywell and a Participant or any beneficiary. To the extent that any person acquires a right to receive payments from
Honeywell, such right shall be no greater than the right of an unsecured creditor. 


5.3. Spendthrift Provision. No Participant, surviving spouse, joint annuitant or beneficiary shall have the power to transmit, assign, alienate, dispose of, pledge or encumber any benefit payable under this Plan before its actual
payment to such person. Honeywell shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, execution following judgment or other legal process before
actual payment to such person. 


5.4. No Employment Contract. This Plan shall not give any employee the right to be retained in the employment of the Employer, shall not enlarge or diminish any person's employment rights or rights or obligations under the Base
Plan, and shall not affect the right of the Employer to deal with any employees or participants in employment respects, including, without limitation, their hiring, discharge, compensation, and conditions of employment.


SECTION 6 

AMENDMENT AND TERMINATION


6.1. Amendment. The Committee (or its delegate) shall have the right to amend or terminate the Plan at any time, for any reason and without notice to any affected person;












provided, however, that, except with respect to automatic lump sum payments and interest rate assumptions or as otherwise agreed to by the Participant, the Plan may not be amended in any manner that would adversely affect the
benefit which would have been payable to an employee if the employee had terminated employment on the day before the amendment or that would reduce the benefit that is being paid to any person at the time of the amendment. If this Plan is
terminated, each employee who satisfies the eligibility requirements of Section 2 on the date the Plan is terminated and each Participant, joint annuitant or beneficiary who is receiving benefits under this Plan shall receive a lump sum payment of
the accrued benefit or remaining benefit, as applicable, in this Plan as soon as administratively feasible after such Plan termination. The lump sum shall be the present value of the person's accrued benefit or remaining benefit as of the date the
Plan is terminated using the interest rate and mortality assumptions set forth in Table I.


6.2. Change in Control. Notwithstanding Section 6.1, for a period that begins on the date of a Change in Control (as defined in Section 4) and ends on the last day of the thirty-sixth month that begins after the month in which the
Change in Control occurs, the Plan may not be terminated or amended in any manner whatsoever that would adversely affect the amount and form of benefits payable under this Plan to an employee without the employee's consent.


6.3. Amendments to Base Plan. It is specifically contemplated that the Base Plan will, from time to time, be amended and possibly terminated. All such amendments and termination shall be given effect under this Plan as it is
expressly intended that this Plan shall not be restricted by the provisions of the Base Plan as they exist on the Effective Date but shall be controlled by the provisions of the Base Plan as of the date a benefit is determined under this Plan.



SECTION 7 

DETERMINATIONS AND CLAIMS


7.1. Determinations. The Committee or any person to whom such authority has been delegated pursuant to Section 8 shall interpret and administer the terms and conditions of the Plan, decide all questions concerning the eligibility
of any persons to participate in the Plan, grant or deny benefits under the Plan, construe any ambiguous provision of the Plan, correct any defect, supply any omission, or reconcile any inconsistency as the Committee or its delegatee, in its sole
discretion, may determine. The determinations of the Committee or any authorized person shall, subject only to the Plan's claims procedures, be final and binding on all persons. 



7.2. Claims Procedure.



     7.2.1. Original Claim. Any employee, former employee, joint or contingent annuitant or beneficiary of the Participant may file with the Committee a written claim












for benefits under this Plan. Within sixty (60) days after the filing of such a claim, the Committee shall notify the claimant in writing whether his claim is upheld or denied in whole or in part or shall furnish the claimant a
written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty days from the date the claim was filed) to reach a decision on the claim. If the claim is denied in whole
or in part, the Committee shall state in writing: 


          (a) the specific reasons for the denial;


          (b) the specific references to the pertinent provisions of this Plan on which the denial is based; 


          (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and 


          (d) an explanation of the claims review procedure set forth in this section.


      7.2.2. Claims Review Procedure. Within sixty (60) days after receipt of notice that his or her claim has been denied in whole or in part, the claimant may file with the Committee a written request for a review and may, in
conjunction therewith, submit written issues and comments. Within sixty (60) days after the filing of such a request for review, the Committee shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in
part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty days from the date the request for review was filed) to reach a
decision on the request for review. 


     7.2.3. General Rules.



          (a) No inquiry or question shall be deemed to be a claim or
a request for a review of a denied claim unless made in accordance with the claims
procedure. The Committee may require that any claim for benefits and any request
for a review of a denied claim be filed on forms to be furnished by the  Committee
upon request. 


          (b) All decision on claims and on requests for a review of denied claims shall be made by the Committee. 


          (c) The Committee may, in its discretion, hold one or more hearings on a claim or a request for a review of a denied claim. 


          (d) Claimants may be represented by a lawyer or other representative (at their own expense), but the Committee reserves the right to require the claimant to furnish written authorization. A claimant's representative shall be
entitled to receive copies of notices sent to the claimant. 












          (e) The decision of the Committee on a claim and on a request for a review of a denied claim shall be served on the claimant in writing. 


          (f) Prior to filing a claim or a request for a review of a denied claim, the claimant or his representative shall have a reasonable opportunity to review a copy of this Plan statement and all other pertinent documents in the
possession of Honeywell and the Committee. 


SECTION 8 

PLAN ADMINISTRATION


8.1. Employer. Functions generally assigned to the Employer shall be discharged by the officers of Honeywell or delegated and allocated as provided herein. Honeywell may by action of the Committee, delegate or re-delegate and
allocate and reallocate to one or more persons or to a committee of persons jointly or severally, and whether or not such persons are directors, officers or employees, such functions assigned to the Employer hereunder as it may from time to time
deem advisable. 


8.2. Committee. The general administration and operation of this Plan shall be by the Committee, which shall consist of such members as may be determined and appointed from time to time by the Honeywell's Board of Directors, and
who shall serve at the pleasure of the Board of Directors. The Committee may delegate or re-delegate to one or more persons, jointly or severally, and whether or not such persons are members of the Committee or employees of Honeywell, such functions
assigned to the Committee hereunder as it may from time to time deem advisable. 


8.3. Method of Executing Instruments. Information to be supplied or written notices to be made or consents to be given by the Employer or the Committee, as applicable, pursuant to any provision of this Plan may be signed in the
name of the Employer or the Committee by any officer or by any employee or any member of any committee who has been authorized to make such certification and to give such notices or consents. 


8.4. Conflict of Interest. If any officer or employee of Honeywell, any member of the Board of Directors of Honeywell or any member of the Committee to whom authority has been delegated or re-delegated hereunder shall also be a
Participant in this Plan, he or she shall have no authority as such officer, employee or member with respect to any matter specially affecting his or her individual interest hereunder (as distinguished from the interests of all Participants and or a
broad class of Participants), all such authority being reserved exclusively to the other officers, employees or members, as the case may be, to the exclusion of such Participant, and such Participant shall act only in his or her individual capacity
in connection with any such matter. 












8.5. Plan Administrator. The Committee shall be the administrator for purposes of section 3(16)(A) of ERISA. 


8.6. Construction. This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not apply to this Plan. This plan is adopted with the understanding that it is
in part an unfunded excess benefit plan within the meaning of section 3(36) ERISA and is in part an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated
employees as provided in sections 201(2), 301(3) and 401(a)(1) of ERISA. Each provision hereof shall be interpreted and administered accordingly. This Plan shall not provide any benefits with respect to any defined contribution plan. This Plan shall
be construed to prevent the duplication of benefits provided under any other plan or arrangement, whether qualified or nonqualified, funded or unfunded, to the extent that such other benefits are provided directly or indirectly by Honeywell.



8.7 Compliance with Section 409A of the Code. The Plan is intended to comply with the applicable requirements of Section 409A of the Code, and will be administered in accordance with Section 409A of the Code to the extent that
Section 409A of the Code applies to the Plan. Notwithstanding any provision of the Plan to the contrary, distributions from the Plan may only be made in a manner, and upon an event, permitted by Section 409A of the Code. If any payment or benefit
cannot be provided or made at the time specified herein without incurring penalties under Code section 409A, then such benefit or payment will be provided in full at the earliest time thereafter when such penalties will not be imposed. To the extent
that any provision of the Plan would cause a conflict with the applicable requirements of Section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the applicable requirements of Section 409A of the Code, such
provision shall be deemed null and void to the extent permitted by applicable law. 












TABLE I


ACTUARIAL ASSUMPTIONS FOR LUMP SUM PAYMENTS


Interest: 8 1/2% per annum discount rate 


Mortality: 1983 Group Annuity Mortality Table for Healthy Males












TABLE II


VESTED ACCRUED BENEFITS


For purposes of Section 3.3, the accrued benefits of the following individuals are vested to the extent shown below: 

	
NAME		 		
LIFE ANNUITY	
	
----		 		
------------	
	 	 	 
	
Bonsignore, Michael R.		 		
$12,338.72 per month payable at age 66	
	 	
	
Rosso, Jean Pierre P.		 		
$ 2,771.88 per month payable at age 66	








SCHEDULE A 

	   NAME 	PAYMENT
        DATE 
	   J.
        GEORGE 	11/1/11 
	   S.
        STARRETT 	7/1/09 
	   G.
        PINCUS 	7/1/09 
	   G.
        MARCINKOWSKI 	12/1/08