Exhibit 10.5


AMENDMENT
2010-1

TO THE 

SUPPLEMENTAL NON-QUALIFIED SAVINGS PLAN FOR

HIGHLY COMPENSATED EMPLOYEES OF

HONEYWELL INTERNATIONAL INC. AND ITS SUBSIDIARIES

(Amended
and Restated Effective January 1, 2009)


          The
Supplemental Non-Qualified Savings Plan for Highly Compensated Employees of
Honeywell International Inc. and its Subsidiaries (the “Plan”) is hereby
amended pursuant to Section 13(f) of the Plan, effective as of January 1, 2011,
as follows:


          1.
Section 5(a) of the Plan is hereby amended in its entirety as follows:


          (a)
Participant Deferred Contributions. For a particular Plan Year, a
Participant may elect to defer an aggregate amount equal to (i) the difference
between the maximum percentage of Base Annual Salary that the Participant may
contribute for the Plan Year as Before-Tax Contributions or Roth Contributions
under the Qualified Savings Plan (8% for 2011), without regard to any other
limitations that may apply under the Code, and the actual Before-Tax Contributions
or Roth Contributions the Participant contributes to the Qualified Savings
Plans for the Plan Year, and/or (ii) from 1% to 25% (in whole percentages) of
such Participant’s Base Annual Salary, without regard to any other limitations
which may apply under the Code (collectively, “Participant Deferred
Contributions”); provided, however, that a Participants who elects to defer any
amount hereunder shall be required to make the maximum Before-Tax Contributions
or Roth Contributions, as applicable, permissible under the Qualified Savings
Plan for the applicable Plan Year (after giving effect to deferrals under the
Plan or otherwise). For purposes of any “spillover” of deferrals from the
Qualified Savings Plans, any amounts that were contributed as Roth Contributions
to the Qualified Savings Plans shall be contributed as pre-tax contributions to
the Plan.”


          2.
The term “Before-Tax Contributions” in Section 5(b) of the Plan shall be
replaced with “Before-Tax Contributions or Roth Contributions” everywhere it
appears in this section.


          3.
In all other respects, the Plan shall remain the same.





AMENDMENT

TO THE 

SUPPLEMENTAL NON-QUALIFIED SAVINGS PLAN FOR

HIGHLY COMPENSATED EMPLOYEES OF

HONEYWELL INTERNATIONAL INC.

AND ITS SUBSIDIARIES

 (as amended and restated effective January 1,
2009)


          Pursuant
to the authority granted to you by the Chief Executive Officer of Honeywell
International Inc. on December 23, 2010, the Supplemental Non-Qualified Savings
Plan for Highly Compensated Employees of Honeywell International Inc. and Its
Subsidiaries (the “Plan”) shall be, and hereby is, amended in the following
particulars to provide an increased rate of Plan Employer Contributions
effective with employee and employer matching contributions posted on or after
July 1, 2010:


	
  

 	
  

 	
  

 
	
  

 	
 1.       The
 following paragraphs shall replace Section 5(b) of the Plan in its entirety:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Effective for Participant Deferred Contributions posted to a
 Participant’s Account on or after July 17, 2009, there shall be credited to
 the Participant’s Account employer contributions under the Plan (‘Plan
 Employer Contributions’) in an aggregate amount equal to (i) minus (ii),
 where (i) is 25% (for Participants entitled to a 25% Employer Contribution in
 the Qualified Savings Plans) or 50% (for Participants entitled to a 50%
 Employer Contribution in the Qualified Savings Plans) of the lesser of (x) 8%
 of the Participant’s Base Annual Salary without regard to any limitations
 that may apply under the Code, or (y) the sum the Participant contributes as
 Before-Tax Contributions and/or After-Tax Contributions to the Qualified
 Savings Plans and as Participant Deferred Contributions, and (ii) is the
 total amount of Employer Contributions contributed to the Participant’s
 account under the Qualified Savings Plans; provided, however, that in no
 event shall the combined Plan Employer Contributions and Savings Plan
 Employer Contributions exceed 8% of the Participant’s Base Annual Salary
 without regard to any limitations that may apply under the Code, and
 provided, further, that Plan Employer Contributions shall not be made with
 respect to a Participant during any period of suspension of Employer
 Contributions with respect to such Participant under the terms of the
 Qualified Savings Plans, whether or not such Participant continues to make
 Participant Contributions under the Qualified Savings Plans during the period
 of such suspension.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With respect to Participants who were employed on December 31, 2010,
 there shall be an additional amount credited to the Participant’s Account as
 Plan Employer Contributions in an aggregate amount equal to 25% of 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the Plan Employer Contributions previously credited during the period
 starting on July 1, 2010 and ending on December 31, 2010.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Effective for Participant Deferred Contributions posted to a
 Participant’s Account on or after January 1, 2011, there shall be credited to
 the Participant’s Account Plan Employer Contributions in an aggregate amount
 equal to (i) minus (ii), where (i) is 31.25% (for Participants entitled to a
 31.25% Employer Contribution in the Qualified Savings Plans) or 62.5% (for
 Participants entitled to a 62.5% Employer Contribution in the Qualified
 Savings Plans) of the lesser of (x) 8% of the Participant’s Base Annual Salary
 without regard to any limitations that may apply under the Code, or (y) the
 sum the Participant contributes as Before-Tax Contributions and/or After-Tax
 Contributions to the Qualified Savings Plans and as Participant Deferred
 Contributions, and (ii) is the total amount of Employer Contributions
 contributed to the Participant’s account under the Qualified Savings Plans;
 provided, however, that in no event shall the combined Plan Employer
 Contributions and Savings Plan Employer Contributions exceed 8% of the
 Participant’s Base Annual Salary without regard to any limitations that may
 apply under the Code, and provided, further, that Plan Employer Contributions
 shall not be made with respect to a Participant during any period of
 suspension of Employer Contributions with respect to such Participant under
 the terms of the Qualified Savings Plans, whether or not such Participant
 continues to make Participant Contributions under the Qualified Savings Plans
 during the period of such suspension.”

 
	
  

 	
  

 	
  

 
	
  

 	
 2.       In all
 other respects, the Plan shall remain the same.

 






	
  

 
	
 /s/ Brian J.
 Marcotte

 
	

 


 
	
  

 
	
 Brian J.
 Marcotte

 
	
 Vice
 President, HR, Compensation & Benefits

 
	
  

 
	
 January 6,
 2011