Exhibit 10.3


 


HONEYWELL DEFERRED INCENTIVE COMPENSATION
PLAN


(amended and restated effective April
1, 2018)


 


1.        History. Honeywell
International Inc. (the “Corporation”) previously established this supplemental non-qualified Honeywell Deferred
Incentive Compensation Plan (formerly the Salary and Incentive Award Deferral Plan for Selected Employees of Honeywell International
Inc. and its Affiliates) (the “Plan”) and has amended the Plan several times since its initial effective date,
including an amendment and restatement effective January 1, 2009 to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and corresponding rules and regulations under Section 409A of
the Code. This Plan document covers any Participant (as defined below) who was entitled to receive a benefit from the Plan as of
March 31, 2018, but who did not receive full payment of such benefit under the Plan as of such date, as well as any individual
who becomes a Participant in the Plan on or after April 1, 2018. Plan benefit payments commencing before April 1, 2018 are governed
by the terms of the Plan as they existed prior to this amendment and restatement and are either grandfathered from the requirements
of Section 409A of the Code or payable pursuant to a fixed schedule as required by, and in compliance with, Section 409A of the
Code.


 


2.        Eligibility.
Any employee of the Corporation and its participating affiliates who is designated by the Corporation as an Executive level employee
during the designated election period (the “Open Enrollment Period”) for the applicable Plan Year (as defined
below) shall be eligible (an “Eligible Employee”) to participate in the Plan and elect deferrals of compensation
(as described in Paragraph 4 below) for such Plan Year effective as of the January 1 of the Plan Year that follows the Open Enrollment
Period. The Management Development and Compensation Committee (or its designee) (the “Committee”) shall designate
the period prior to the applicable Plan Year that shall constitute the Open Enrollment Period, in its sole discretion; provided,
however, in no event shall such Open Enrollment Period end later than the December 31 that precedes the Plan Year for which the
election to participate in the Plan applies. For purposes of this Plan, the “Plan Year” shall mean the calendar
year.


 


3.        Participation.
Each Eligible Employee who wishes to participate in the Plan for a particular Plan Year (a “Participant”) must
file a deferral election (the “Election”) with the Committee during the Open Enrollment Period in the form and
manner determined by the Committee, which election shall designate the portion of the compensation elements (as described in Paragraph
4 below) to be deferred for such Plan Year and the form in which such deferral amounts, and interest thereon, shall be distributed
(as described in Paragraph 8 below). The compensation elements deferred for a particular Plan Year shall be credited to an unfunded
deferred compensation account maintained for the Participant under the Plan (the “Participant Account” or “Account”).
Except as otherwise may be permitted by Section 409A of the Code and the Committee, a Participant may not modify his or her deferral
election for a Plan Year at any time during the Plan Year.



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4.        Contributions to
Participant Accounts.


 


(a)        Incentive
Awards. During the Open Enrollment Period, an Eligible Employee may elect on his Election to defer up to 100% of the cash bonus
payable (with such deferral in a whole percentage and 10% increment) to such Eligible Employee under the Honeywell International
Inc. Incentive Compensation Plan for Executive Employees (or any successor plan), the Honeywell Capital Management LLC Incentive
Compensation Plan (or any successor plan), the Honeywell Connected Enterprise Incentive Compensation Plan (or any successor plan),
or any other similar annual incentive compensation plan covering Executive level employees that is designated by the Corporation
as eligible for deferrals under this Plan (each an “Incentive Award”), for the performance period under the
applicable incentive plan that begins in the Plan Year that commences after the Open Enrollment Period.


 


(b)        Base
Annual Salary. For Plan Years beginning before January 1, 2006, an Eligible Employee who was employed in Career Band 6 and
above (or an Eligible Employee who occupied a position equivalent thereto) was permitted prior to the beginning of the applicable
Plan Year (and with respect to a newly Eligible Employee, within 30 days after first becoming so eligible) to elect to defer an
aggregate amount of base annual salary otherwise payable in such Plan Year (or with respect to a newly Eligible Employee, in the
remainder of the Plan Year), exclusive of any bonus or any other compensation or allowance paid or payable by the Corporation or
its affiliates (the “Base Annual Salary”). The amount deferred under this Paragraph 4(b) was not permitted to
be greater than 50% of the Eligible Employee’s Base Annual Salary for any pay period. Effective July 29, 2005, no new deferral
elections were permitted under this Paragraph 4(b) for the remainder of the Plan Year beginning January 1, 2005. For Plan Years
beginning on and after January 1, 2006, no Eligible Employee may elect to defer any portion of his Base Annual Salary under the
Plan.


 


(c)        Deferral
Amounts. All amounts determined under this Paragraph 4 which are the subject of an Election (the “Deferral Amounts”)
shall, in accordance with the relevant Participant direction, be credited to the relevant Participant Account maintained under
the Plan on the same day the Base Annual Salary or Incentive Award would otherwise have been payable.


 


(d)        A
Participant’s Account shall consist of two sub-accounts, as applicable: (1) a sub-account which consists of (A) Base Annual
Salary earned and vested as of December 31, 2001 and any earnings thereon, and (B) Incentive Awards earned as of December 31, 2001
and vested as of December 31, 2004 and any earnings thereon (with the total amounts described in (A) and (B) referred to as the
“Grandfathered Account”), and (2) a sub-account which consists of (X) Base Annual Salary earned and vested on
or after January 1, 2002 and any earnings thereon, and (Y) Incentive Awards earned on or after January 1, 2002 and vested on or
after January 1, 2005 and any earnings thereon (with the amounts described in (X) and (Y) referred to as the “Non-Grandfathered
Account”). Base Annual Salary, Incentive Awards and any earnings thereon that were earned in the Plan Years beginning
January 1, 2002, January 1, 2003 and January 1, 2004 and that are credited to a Participant’s Non-Grandfathered Account will
be referred to herein as “2002-2004 Deferrals”.



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For the avoidance of
doubt, the Grandfathered Account consists of deferrals and earnings attributable to Plan Years (also referred to as class years)
beginning on or before January 1, 2001 and the Non-Grandfathered Account consists of deferrals and earnings attributable to Plan
Years beginning on or after January 1, 2002.


 


5.        Deferral Requirements.


 


(a)        Plan
Years Beginning On or After January 1, 2006. A Participant’s Deferral Amounts under the Plan for Plan Years beginning
on or after January 1, 2006 will be paid in one lump-sum payment to such Participant in the January of the Plan Year that follows
the Plan Year in which the Participant has a Separation from Service (as defined in Section 409A(a)(2)(A)(i) of the Code and its
corresponding regulations) with the Corporation and its affiliates, unless the Participant elects as part of his Election during
the Open Enrollment Period that the Deferral Amounts for the Plan Year will instead be paid in substantially equal annual installments
(not to exceed ten) if he has a Separation from Service with the Corporation and its affiliates on or after he attains age 55 and
has completed ten Years of Service (as defined below), in which case the first installment shall commence in the January of the
Plan Year that follows the Plan Year in which the Participant has a Separation from Service and each remaining installment will
be paid to the Participant in each succeeding January.


 


Notwithstanding the
foregoing, if at the time of the Participant’s Separation from Service, the Participant is a Specified Employee (as defined
below) the payments provided in the preceding paragraph shall be paid (or commence in the case of installments) in (i) the January
of the Plan Year that follows the Plan Year in which the Participant’s Separation from Service with the Corporation and its
affiliates occurs, if the Participant’s Separation from Service with the Corporation and its affiliates occurs prior to July
1 of such Plan Year, or (ii) the July of the Plan Year that follows the Plan Year in which the Participant’s Separation from
Service with the Corporation and its affiliates occurs, if the Participant’s Separation from Service with the Corporation
and its affiliates occurs after June 30 of such Plan Year. If the Participant elected to receive his distribution in the form of
installment payments, after the first payment is made pursuant to the immediately preceding sentence, each subsequent installment
will be paid to the Participant in the January of each Plan Year that follows until all installments are paid to the Participant.


 


Notwithstanding the
foregoing, if the Participant dies after the Separation from Service but before the end of the Plan Year in which the Separation
from Service occurs, or if a Specified Employee dies before the payment date described in the preceding paragraph, the Participant’s
beneficiary will receive the payment or payments in a lump sum within 60 days of the date of the Participant’s death.


 


For purposes of this
Plan, the term (i) “Years of Service” shall be determined using the Participant’s most-recent adjusted
service date, as reflected at the Participant’s Separation from Service in the Company’s records, and (ii) “Specified
Employee” shall mean any Participant who, at any time during the twelve (12) month period ending on the identification



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date, is a specified
employee under Section 409A of the Code, which determination of “specified employees,” including the number and identity
of persons considered “specified employees” and the 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.


 


(b)        2005
Plan Year. For the 2005 Plan Year, a Participant’s Deferral Amounts under the Plan for such Plan Year will be paid in
one lump-sum payment to such Participant in the January of the Plan Year that follows the Plan Year in which the Participant has
a Separation from Service with the Corporation and its affiliates, unless the Participant elected on his Election during the Open
Enrollment Period that the Deferral Amounts for such Plan Year will instead be paid to such Participant at a Specified Time (as
such term is defined in Section 409A(a)(2)(A)(iv) of the Code and its corresponding regulations), provided that the Specified Time
is no sooner than January of the 2009 Plan Year (unless the Committee approved at the time of such election a shorter period of
deferral) and in up to 15 annual installments.


 


Notwithstanding the
foregoing, if at the time of the Participant’s Separation from Service the Participant is entitled to payment of the amounts
deferred for the 2005 Plan Year because of his Separation from Service (and not because of the Specified Time designated, if any)
and the Participant is a Specified Employee, the payments provided in the immediately preceding sentence on account of Separation
from Service shall be paid (or commence payment in the case of installments) in (i) the January of the Plan Year that follows the
Plan Year in which the Participant’s Separation from Service with the Corporation and its affiliates occurs, if the Participant’s
Separation from Service with the Corporation and its affiliates occurs prior to July 1 of such Plan Year, or (ii) the July of the
Plan Year that follows the Plan Year in which the Participant’s Separation from Service with the Corporation and its affiliates
occurs, if the Participant’s Separation from Service with the Corporation and its affiliates occurs after June 30 of such
Plan Year. Payment on account of a Specified Time shall be paid (or commence payment in the case of installments) to the Participant
in January of the Plan Year elected by the Participant.


 


If the Participant elected
to receive his distribution in the form of installment payments, after the first payment is made pursuant to the immediately preceding
paragraph, each subsequent installment will be paid to the Participant in the January of each Plan Year that follows until all
installments are paid to the Participant. Notwithstanding anything to the contrary in this Paragraph 5(b), if the Participant dies
after the Separation from Service, but before the end of the Plan Year in which the Separation from Service occurs or if a Specified
Employee dies before the payment date described in the preceding paragraph, the Participant’s beneficiary will receive the
payment or payments in a lump sum within 60 days of the date of the Participant’s death.


 


(c)        Plan
Years Beginning Before January 1, 2005.


 


(i)        Grandfathered
Accounts. A Participant’s Deferral Amounts credited to a Participant’s Grandfathered Account under the Plan for
Plan Years beginning before



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January 1, 2005
shall be paid as soon as practicable during the month of January following the calendar year in which the Participant terminates
employment; provided, however, amounts deferred under the Plan may be paid at such other date permitted to be designated by the
Participant that provides for a minimum period of deferral of at least three years or such shorter period as may be approved by
the Committee, which election was made at the time the Participant made the deferral election for such Plan Years. The Participant
also elected at such time to receive such distribution in one lump-sum payment or in a number of substantially equal annual installments
(provided the payment period may not include more than 30 such installments).


 


The lump-sum
or the first installment shall be paid as soon as practicable during the month of January of the calendar year following termination
of employment or such other calendar year validly designated by the Participant. Except as otherwise provided in Paragraphs 9,
10, and 11, all installment payments following the initial installment payment shall be paid in cash as soon as practicable during
the month of January of each succeeding calendar year until the entire amount in the Account shall have been paid.


 


Notwithstanding
the foregoing, in the event a Participant’s employment with the Corporation is terminated either voluntarily (other than
on account of retirement as defined in the qualified pension plan in which the Participant participates or for “good reason”
under any applicable severance plan of the Corporation) or for “gross cause” (as defined in the AlliedSignal Inc. Severance
Plan for Senior Executives), the Participant’s Deferral Amounts for performance years beginning after 1997 for amounts deferred
under Paragraph 4(a) hereof or after 1998 for amounts deferred under Paragraph 4(b) hereof (including any notional interest credited
thereto) shall be distributed in a lump sum as soon as practicable in January of the calendar year following such termination of
employment. Except as otherwise provided in Paragraph 5(d) or Paragraphs 9 or 10 or as approved by the Committee, no amount shall
be withdrawn from a Participant’s Account prior to the last day of the calendar year in which the Deferral Amounts were earned;
the date the Participant reaches normal retirement age and is eligible to receive a benefit under a pension plan of the Corporation
or one of its affiliates; the date of the Participant’s death; or the date the Participant ceases to be employed by the Corporation
or any of its affiliates.


 


(ii)       Non-Grandfathered
Accounts. A Participant’s 2002-2004 Deferrals shall be paid during the month of January following the calendar year in
which the Participant has a Separation from Service; provided, however, a Participant’s 2002-2004 Deferrals may be paid at
a Specified Time designated by the Participant that provides for a minimum period of deferral of at least three years or such shorter
period as may have been approved by the Committee, which election was made prior to January 1 for the applicable Plan Year. The
Participant also elected at such time to receive such distribution in one lump-sum payment or in a number of substantially equal
annual installments (not exceeding 15).



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Notwithstanding
the foregoing, if at the time of the Participant’s Separation from Service the Participant is entitled to payment of the
2002-2004 Deferrals because of his Separation from Service (and not because of the Specified Time designated, if any) and the Participant
is a Specified Employee, the payments provided in the immediately preceding sentence on account of Separation from Service shall
be paid (or commence payment in the case of installments) in (i) the January of the Plan Year that follows the Plan Year in which
the Participant’s Separation from Service with the Corporation and its affiliates occurs, if the Participant’s Separation
from Service with the Corporation and its affiliates occurs prior to July 1 of such Plan Year, or (ii) the July of the Plan Year
that follows the Plan Year in which the Participant’s Separation from Service with the Corporation and its affiliates occurs,
if the Participant’s Separation from Service with the Corporation and its affiliates occurs after June 30 of such Plan Year.
Payment on account of a Specified Time shall be paid (or commence payment in the case of installments) to the Participant in January
of the Plan Year elected by the Participant.


 


If the Participant
elected to receive his distribution in the form of installment payments, after the first payment is made pursuant to the immediately
preceding paragraph, each subsequent installment will be paid to the Participant in the January of each Plan Year that follows
until all installments are paid to the Participant. Notwithstanding anything to the contrary in this subparagraph 5(c)(ii), if
the Participant dies after the Separation from Service, but before the end of the Plan Year in which the Separation from Service
occurs or if a Specified Employee dies before the payment date described in the preceding paragraph, the Participant’s beneficiary
will receive the payment or payments in a lump sum within 60 days of the date of the Participant’s death.


 


(d)        In-Service
Withdrawal. A Participant may request an immediate withdrawal of all or a portion of the Deferral Amounts credited to a Participant’s
Grandfathered Account prior to the date described in subparagraph 5(c)(i) or prior to the date such portion of the Grandfathered
Account has been completely withdrawn, provided that such a request and withdrawal shall be subject to the approval of the Corporation
and such penalties, restrictions or conditions as may be established by the Corporation from time to time. The penalty shall be
a percentage of the amount requested to be withdrawn, calculated as the difference between (a) 6%, and (b) 50% of the amount, if
any, by which 10% exceeds the interest rate on 10-year U.S. Treasury Bonds on the first business day of the calendar quarter during
which the withdrawal request is made.


 


6.        Interest Equivalents.
Deferral Amounts shall accrue additional amounts equivalent to interest (“Interest Equivalents”), compounded
daily, from the date the Deferral Amount is credited to the Account to the date of distribution as set forth in this Paragraph
6.


 


(a)        Non-Grandfathered Deferral Amounts.


 


(i)        Deferral
Amounts Credited for Plan Years On and After January 1, 2006. Deferral Amounts credited to a Participant’s Non-Grandfathered
Account for Plan Years beginning on or after January 1, 2006, and Deferral Amounts under Paragraph 4(a)



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credited to
a Participant’s Non-Grandfathered Account in 2006 for the Election filed by the Participant for the 2005 Plan Year, shall
accrue Interest Equivalents at an annual rate based upon the cost to the Corporation of borrowing at a fixed rate for a 15-year
term. Such rate is subject to change from Plan Year to Plan Year with respect to amounts credited to a Participant’s Non-Grandfathered
Account for a particular Plan Year and shall be determined annually by the Chief Financial Officer of the Corporation in consultation
with the Treasurer of the Corporation prior to January 1 of each Plan Year. Interest Equivalents described in this clause (i) shall
be vested at the time such amounts are credited to the Participant’s Non-Grandfathered Account. All Interest Equivalents
credited to the Participant’s Non-Grandfathered Account pursuant to this clause (i) shall be paid at the same time and in
the same form as the corresponding Deferral Amounts for which the Interest Equivalents relate. The rate of notional interest established
hereunder is set forth on Schedule A attached hereto and made a part hereof.


 


(ii)       Deferral
Amounts Credited for the 2005 Plan Year. Deferral Amounts under Paragraph 4(b) credited to a Participant’s Non-Grandfathered
Account in the 2005 Plan Year for the Election filed by the Participant for the 2005 Plan Year shall accrue Interest Equivalents
at a single rate established by the Committee, in its sole discretion. Such rate is subject to change from Plan Year to Plan Year
with respect to amounts credited to a Participant’s Non-Grandfathered Account for the 2005 Plan Year and shall be determined
annually by the Chief Financial Officer of the Corporation in consultation with the Treasurer of the Corporation prior to January
1 of each Plan Year.


 


The rate of
notional interest established hereunder is set forth on Schedule A attached hereto and made a part hereof. Any portion of such
rate designated as the “Contingent Rate” became nonforfeitable only if the Participant was still employed by the Corporation
or any affiliate at the end of the third full calendar year in which the Deferral Amount related; provided, however, if a Participant
terminated employment with the Corporation or an affiliate prior to such date for reasons other than gross cause, the Committee
treated such portion as nonforfeitable if the Participant’s employment with the Corporation or an affiliate was involuntarily
terminated (including a termination for “good reason” under any applicable severance plan of the Corporation or an
affiliate) or terminated for such reasons as the Committee determined from time to time in its sole discretion. All Interest Equivalents
credited to the Participant’s Non-Grandfathered Account pursuant to this clause (ii) shall be paid at the same time and in
the same form as the corresponding Deferral Amounts for which the Interest Equivalents relate.


 


(iii)      2002-2004
Deferrals. 2002-2004 Deferrals shall accrue Interest Equivalents at a single rate established by the Committee, in its sole
discretion. The rate established by the Committee did not exceed the greater of (i) 10% or (ii) 200% of the 10-year U.S. Treasury
Bond rate at the time of determination. Such Interest Equivalents, once established for a Plan Year, shall remain in effect with
respect to Deferral Amounts credited to the Participant’s Non-Grandfathered Account for each such Plan Year until the Deferral
Amounts are distributed.



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The rate of
notional interest established hereunder is set forth on Schedule A attached hereto and made a part hereof. Any portion of such
rate designated as the “Contingent Rate” became nonforfeitable only if the Participant was still employed by the Corporation
or any affiliate at the end of the third full calendar year in which the Deferral Amount related, provided, however, if a Participant
had a Separation from Service with the Corporation or an affiliate before such date for reasons other than gross cause, the Committee
treated such portion as nonforfeitable if the Participant’s employment with the Corporation or an affiliate was involuntarily
terminated (including a termination for “good reason” under any applicable severance plan of the Corporation or an
affiliate) or was terminated for such reasons as the Committee determined from time to time in its sole discretion.


 


Notwithstanding
the preceding sentence, if a Participant withdrew any portion of the Deferral Amount before the end of the third full calendar
year following the calendar year to which the Deferral Amount relates, the amount of Contingent Rate interest credited with respect
to such Deferral Amount at the time of withdrawal remains credited to such Account subject to the provisions of the preceding sentence
but shall not be credited with any Interest Equivalents after such date (“Frozen Contingent Interest”). Notwithstanding
anything in the Plan to the contrary, from and after the occurrence of a Change in Control (as defined below), the rate at which
Deferral Amounts accrue Interest Equivalents may not be decreased.


 


(b)        Grandfathered
Deferral Amounts. Deferral Amounts credited to a Participant’s Grandfathered Account shall accrue Interest Equivalents
at a single rate established by the Committee, in its sole discretion, for all Deferral Amounts credited to such Grandfathered
Account in each calendar year. The rate established by the Committee did not exceed the greater of (i) 10% or (ii) 200% of the
10-year U.S. Treasury Bond rate at the time of determination. Such Interest Equivalents, once established for a Plan Year, shall
remain in effect with respect to Deferral Amounts credited to the Participant’s Grandfathered Account during such Plan Year
until the Deferral Amounts are distributed.


 


The rate of notional
interest established hereunder is set forth on Schedule A attached hereto and made a part hereof. Any portion of such rate designated
as the “Contingent Rate” became nonforfeitable only if the Participant was still employed by the Corporation or any
affiliate at the end of the third full calendar year in which the Deferral Amount relates, provided, however, if a Participant
terminated employment with the Corporation or an affiliate before such date for reasons other than gross cause, the Committee treated
such portion as nonforfeitable if the Participant’s employment with the Corporation or an affiliate was involuntarily terminated
(including a termination for “good reason” under any applicable severance plan of the Corporation or an affiliate)
or was terminated for such reasons as the Committee determined from time to time in its sole discretion.


 


Notwithstanding the
preceding paragraph, if a Participant withdrew any portion of the Deferral Amount before the end of the third full calendar year
following the calendar year to which the Deferral Amount relates, the amount of Contingent Rate interest credited with respect



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to such Deferral Amount
at the time of withdrawal became Frozen Contingent Interest. Notwithstanding anything in the Plan to the contrary, from and after
the occurrence of a Change in Control, the rate at which Deferral Amounts accrue Interest Equivalents may not be decreased.


 


7.        Participant Accounts.
All amounts credited to a Participant’s Account pursuant to Paragraphs 4 and 6 shall be unfunded general obligations of
the Corporation, and no Participant shall have any claim to or security interest in any asset of the Corporation on account thereof.


 


8.        Distribution from
Accounts.


 


(a)        Plan
Years Beginning On and After January 1, 2006. Deferral Amounts and corresponding Interest Equivalents for Plan Years beginning
on and after January 1, 2006 shall be paid to the Participant at the time and in the form as elected by the Participant on his
Election for such Plan Year in accordance with the requirements of Paragraph 5(a).


 


(b)        2005
Plan Year. Deferral Amounts and corresponding Interest Equivalents for the Plan Year beginning on January 1, 2005 shall be
paid to the Participant at the time and in the form as elected by the Participant on his Election for such Plan Year in accordance
with the requirements of Paragraph 5(b).


 


(c)        Plan
Years Beginning Prior to January 1, 2005.


 


(i)        Grandfathered
Accounts. Deferral Amounts and corresponding Interest Equivalents credited to a Participant’s Grandfathered Account shall
be paid to a Participant at the time and in the form as elected by the Participant on his Election for such Plan Years in accordance
with the requirements of subparagraph 5(c)(i).


 


(ii)       Non-Grandfathered
Accounts. 2002-2004 Deferrals shall be paid to a Participant at the time and in the form as elected by the Participant on his
Election for such Plan Years in accordance with the requirements of subparagraph 5(c)(ii).


 


(iii)      Special
Election Change Applicable to Grandfathered Accounts. The Corporation may from time to time allow Participants to request new
elections with respect to the distribution of Deferral Amounts and Interest Equivalents credited to their Grandfathered Accounts
(other than any such amounts currently payable to a Participant). The Corporation shall reserve the right to accept or reject any
such request at any time and such election shall be subject to such restrictions and limitations as the Corporation shall determine
in its sole discretion, provided that any new election shall generally be required to be made at least 12 months prior to any scheduled
payment date.


 


(d)        Type
of Distribution. All distributions from this Plan shall be paid in cash.


 


9.        Distribution on
Death. If a Participant dies after payments under this Plan have commenced but before all amounts credited to the Participant’s
Account have been distributed, the balance in the Account shall be paid as soon as practicable thereafter to the beneficiary



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designated in writing
by the Participant, but not later than 60 days after the date of the Participant’s death. Payment to a beneficiary pursuant
to a designation by a Participant shall be made in one lump sum cash payment. Such beneficiary designations shall be effective
when received by the Corporation, and shall remain in effect until rescinded or modified by the Participant by an appropriate written
direction.


 


Separate beneficiary
designations shall be made for Incentive Awards deferred under Paragraph 4(a) and Interest Equivalents credited on such amounts
and for Base Annual Salary deferred under Paragraph 4(b) and Interest Equivalents credited on such amounts. If no beneficiary is
properly designated by the Participant for one or both portions of the Account, or if the designated beneficiary has predeceased
the Participant, such balance in the applicable portion of the Account shall be paid to the estate of the Participant.


 


10.       Payment in the
Event of Hardship. For Deferral Amounts and Interest Equivalents credited to a Participant’s Grandfathered Account,
upon receipt of a request from a Participant, delivered in writing to the Corporation along with a hardship distribution form
and supporting documentation of the hardship, the Senior Vice President – Human Resources and Communications (or his designee),
may cause the Corporation to accelerate (or require the subsidiary of the Corporation which employs or employed the Participant
to accelerate) payment of all or any part of the Deferral Amount and Interest Equivalents credited to the Participant’s
Account, if it finds in its sole discretion that payment of such amounts in accordance with the Participant’s prior election
under Paragraph 4 hereof would result in severe financial hardship to the Participant and such hardship is the result of an unforeseeable
emergency caused by circumstances beyond the control of the Participant. An “unforeseeable emergency” means a severe
financial hardship to the Participant resulting from (1) an illness or accident that occurs to the Participant, the Participant’s
spouse or the Participant’s dependent (as defined in section 152(a) of the Code, (2) loss of the Participant’s property
due to casualty, or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s
control. The amount withdrawn cannot exceed the amount necessary to satisfy the emergency and estimated taxes the Participant
will incur as a result of such distribution. Acceleration of payment may not be made under this Paragraph 10 to the extent that
such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation
of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship.


 


11.       Change in Control.


 


(a)        Initial
Lump Sum Election. Notwithstanding any election made pursuant to Paragraphs 4 and 5 hereof, a Participant (i) may file a written
election with the Corporation to have the Deferral Amounts and Interest Equivalents credited to the Participant’s Grandfathered
Account paid in one lump-sum payment as soon as practicable following a Change in Control (as defined below), but in no event later
than 90 days after such Change in Control, and (ii) may designate in his Election during the Open Enrollment Period for a particular
Plan Year that Deferral Amounts and Interest Equivalents credited to the Participant’s Non-Grandfathered Account for such
Plan Year be paid in one lump-sum payment within 90 days after such Change



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in Control. The Interest
Equivalents on any Deferral Amount payable pursuant to this Paragraph 11(a) shall include the “Contingent Rate” credited
to such Deferral Amount without regard to whether such amount has become nonforfeitable as provided in Paragraph 6 at the time
the applicable Change in Control occurs.


 


(b)        Revocation
of Lump-Sum Election. A Participant may revoke an election made pursuant to clause (i) of Paragraph 11(a) (including an election
not to be paid in one lump sum upon a Change in Control), but only for amounts credited to a Participant’s Grandfathered
Account, by filing an appropriate written notice with the Corporation. A revocation notice filed pursuant to this Paragraph 11(b)
shall be subject to such terms and conditions as the Corporation shall establish and shall be effective with respect to all of
the Deferral Amounts and Interest Equivalents credited to a Participant’s Grandfathered Account. Any such election shall
be subject to such restrictions and limitations as the Corporation shall determine in its sole discretion.


 


(c)        Limitations
on Elections. For purposes of a Participant’s election with respect to amounts covered by clause (i) of Paragraph 11(a)
or a revocation of such election pursuant to Paragraph 11(b), such election shall not be effective unless filed with the Corporation
at least 90 days prior to a Change in Control.


 


(d)        Definition
of Change in Control. For Plan Years beginning after April 1, 2018 and for purposes of the Plan, “Change in Control”
means (a) any one person, or more than one person acting as a group (as defined under U.S. Department of Treasury Regulation (“Treasury
Regulation”) § 1.409A-3(i)(5)(v)(B)) acquires ownership of stock of the Corporation that, together with stock held by
such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the
Corporation; or (b) any one person, or more than one person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B))
acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation;
or (c) a majority of members of the Board of Directors of the Corporation (the “Board”) is replaced during any
12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the
date of the appointment or election; or (d) any one person, or more than one person acting as a group (as defined in Treasury Regulation
§ 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) assets from the Corporation and its subsidiaries on a consolidated basis that have a total gross fair
market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation and
its subsidiaries on a consolidated basis immediately before such acquisition or acquisitions. For purposes of clause (d), “gross
fair market value” means the value of the assets of the Corporation and its subsidiaries on a consolidated basis, or the
value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The foregoing
clauses (a) through (d) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant
to Section 409A of the Code so that all, and only, such transactions or events that could qualify as a “change in control
event” within the meaning of Treasury



    	11



    	



    

Regulation § 1.409A-3(i)(5)(i)
shall be deemed to be a Change in Control for purposes of this Plan.


 


12.       Administration.


 


(a)        Plan
Administrator. The Plan Administrator and “named fiduciary” for purposes of the Employee Income Retirement Security
Act of 1974, as amended (“ERISA”) shall be the Senior Vice President-Human Resources and Communications of the
Corporation (or the person acting in such capacity in the event such position is abolished, restructured or renamed). The Plan
Administrator shall have the authority to appoint one or more other named fiduciaries of the Plan and to designate persons, other
than named fiduciaries, to carry out fiduciary responsibilities under the Plan, pursuant to Section 405(c)(1)(B) of ERISA. Any
person acting on behalf of the Plan Administrator shall serve without additional compensation. The Plan Administrator shall keep
or cause to be kept such records and shall prepare or cause to be prepared such returns or reports as may be required by law or
necessary for the proper administration of the Plan.


 


(b)        Powers
and Duties of Plan Administrator. The Plan Administrator shall have the full discretionary power and authority to construe
and interpret the Plan (including, without limitation, supplying omissions from, correcting deficiencies in, or resolving inconsistencies
or ambiguities in, the language of the Plan); to determine all questions of fact arising under the Plan, including questions as
to eligibility for and the amount of benefits; to establish such rules and regulations (consistent with the terms of the Plan)
as it deems necessary or appropriate for administration of the Plan; to delegate responsibilities to others to assist it in administering
the Plan; to retain attorneys, consultants, accountants or other persons (who may be employees of the Corporation or its subsidiaries)
to render advice and assistance as it shall determine to be necessary to effect the proper discharge of any duty for which it is
responsible; and to perform all other acts it believes reasonable and proper in connection with the administration of the Plan.
The Plan Administrator shall be entitled to rely on the records of the Corporation and its subsidiaries in determining any Participant’s
entitlement to and the amount of benefits payable under the Plan. Any determination of the Plan Administrator, including interpretations
of the Plan and determinations of questions of fact, shall be final and binding on all parties.


 


(c)        Indemnification.
To the extent permitted by law, the Corporation shall indemnify the Plan Administrator from all claims for liability, loss, or
damage (including payment of expenses in connection with defense against such claims) arising from any act or failure to act in
connection with the Plan.


 


13.       Claims Procedures
and Appeals.


 


(a)        A
written request for a Plan benefit is a claim and the person making such claim is a claimant. Any claim must be made in writing
and shall be deemed to be filed by a claimant when a written request is made by the claimant or the claimant’s authorized
representative which is reasonably calculated to bring the claim to the attention of the Plan Administrator.



    	12



    	



    

(b)        The
Plan Administrator shall provide notice in writing to any claimant when a claim for benefits under the Plan has been denied in
whole or in part. Such notice shall be provided within 90 days of the receipt by the Plan Administrator of the claimant’s
claim or, if special circumstances require, and the claimant is so notified in writing, within 180 days of the receipt by the Plan
Administrator of the claimant’s claim. The notice shall be written in a manner calculated to be understood by the claimant
and shall:


 


(i)        set
forth the specific reasons for the denial of benefits;


 


(ii)       contain
specific references to Plan provisions relative to the denial;


 


(iii)      describe
any material and information, if any, necessary for the claim for benefits to be allowed, that had been requested, but not received
by the Plan Administrator;


 


(iv)      advise
the claimant that any appeal of the Plan Administrator’s adverse determination must be made in writing to the Plan Administrator
within 60 days after receipt of the initial denial notification, and must set forth the facts upon which the appeal is based; and


 


(v)       advise
the claimant of his right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on
review.


 


(c)        When
a claimant receives notice of denial of a claim or does not receive notification of acceptance or denial within 90 days after submitting
a claim, the claimant, either in person or by duly authorized representative, may:


 


(i)        request,
in writing, a review of the claim by the Plan Administrator;


 


(ii)       review
pertinent documents relating to the denial;


 


(iii)      submit
issues and comments in writing; and


 


(iv)      request,
in writing, a hearing with the Plan Administrator; provided that the claimant takes appropriate action within 60 days after receiving
notice of denial.


 


(d)        The
Plan Administrator shall make its decision with respect to a claim review promptly, but not later than 60 days after receipt of
the request. Such 60-day period may be extended for another period of 60 days if the Plan Administrator reviewing the claim finds
that special circumstances require an extension of time for processing.


 


(e)        The
final decision of the Plan Administrator shall be in writing, (i) give specific reason(s) for the adverse decision, (ii) make specific
references to the pertinent Plan provisions on which the decision is based, (iii) include a statement that the claimant is entitled
to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and



    	13



    	



    

other information relevant
to the claimant’s claim for benefits, and (iv) a statement describing any voluntary appeals procedures offered by the Plan
and the claimant’s right to obtain information about such procedures, and a statement of the claimant’s right to bring
an action under Section 502(a) of ERISA. All interpretations, determinations and decisions of the Plan Administrator in respect
of any claim shall be made in its sole discretion based on the applicable Plan documents and shall be final, conclusive and binding
on all parties.


 


(f)        A
claimant or potential claimant must file a claim with the Plan Administrator no later than one (1) year after the claimant or potential
claimant knows, or should have known, the principal facts upon which their claim is based. Any legal action in connection with
the Plan must be brought in the Federal District Court of New Jersey within the six (6) month period beginning on the date the
claimant’s claim and appeal rights are exhausted.


 


14.       Miscellaneous.


 


(a)        No
Alienation of Benefits. Except insofar as may otherwise be required by law, no amount payable at any time under the Plan shall
be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, or
encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person and any attempt to so alienate or
subject any such amount, whether presently or thereafter payable, shall be void. If any person shall attempt to, or shall alienate,
sell, transfer, assign, pledge, attach, charge, or otherwise encumber any amount payable under the Plan, or any part thereof, or
if by reason of such person’s bankruptcy or other event happening at any such time such amount would be made subject to the
person’s debts or liabilities or would otherwise not be enjoyed by that person, then the Corporation, to the extent permitted
under Section 409A of the Code, if it so elects, may direct that such amount be withheld and that same or any part thereof be paid
or applied to or for the benefit of such person, the person’s spouse, children or other dependents, or any of them, in such
manner and proportion as the Corporation may deem proper.


 


(b)        No
Right or Interest in Corporation’s Assets. Neither the Corporation nor any of its affiliates shall be required to reserve
or otherwise set aside funds for the payment of obligations arising under this Plan. The Corporation may, in its sole discretion,
establish funds, segregate assets or take such other action as it shall determine necessary or appropriate to secure the payment
of its obligations arising under this Plan. This Plan is intended to be unfunded for tax purposes and for purposes of Title I of
the ERISA. Nothing contained herein, and no action taken pursuant to the provisions of this Plan shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Corporation and any Participant or any other person. To the
extent that any person acquires a right to receive payments under this Plan, such right shall be no greater than the right of an
unsecured creditor of the Corporation.


 


(c)        Amendment.
The Corporation may amend, modify or terminate the Plan at any time, or from time to time; provided, however, that no change to
the Plan shall impair the right of any Participant with respect to amounts then credited to an Account; and further provided that
during a Potential Change in Control Period (as defined in Paragraph 14(i) hereof) and from and after the occurrence of a Change
in Control, the Plan may not, without the consent of the



    	14



    	



    

Participant, be amended
in any manner which would adversely affect such Participant’s rights and expectations with respect to Deferral Amounts credited
to such Participant’s Account immediately prior to such amendment, unless an amendment is required to comply with the requirements
of Section 409A of the Code.


 


(d)        Accounting.
Each Participant shall receive periodic statements (not less frequently than annually) setting forth the cumulative Deferral Amounts
and Interest Equivalents credited to, and any distributions from, the Participant’s Account.


 


(e)        Facility
of Payments. If the Corporation shall find that any person to whom any amount is payable under the Plan is unable to care for
his affairs because of illness or accident, or is a minor, or has died, then any payment due the person or the person’s estate
(unless a prior claim therefore has been made by a duly appointed legal representative), may, if the Corporation so elects in its
sole discretion, be paid to the person’s spouse, a child, a relative, an institution having custody of such person, or any
other person deemed by the Corporation to be a proper recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Corporation and the Plan therefore.


 


(f)        Offset.
To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, if a Participant becomes entitled
to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other
liability representing an amount owing to the Corporation or any participating affiliate, then the Corporation may offset such
amount owed to the Corporation or the participating affiliate against the amount of benefits otherwise distributable. Such determination
shall be made by the Plan Administrator.


 


(g)        Governing
Law. The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly
compensated personnel and all rights thereunder shall be governed by and construed in accordance with the laws of New Jersey.


 


(h)        Withholding
Taxes. The Corporation may make such provisions and take such action as it may deem necessary or appropriate for the withholding
of any taxes which the Corporation or one if its affiliates is required by any law or regulation of any governmental authority,
whether Federal, state, local or foreign, to withhold in connection with any benefits under the Plan, including, but not limited
to, the withholding of appropriate sums from any amount otherwise payable to the Participant (or his beneficiary). Each Participant,
however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.


 


(i)        Potential
Change in Control Period. A “Potential Change in Control Period” shall commence when: (i) the Corporation
enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) the Corporation
or any person or group publicly announces an intention to take or to consider taking actions which, if consummated, would result
in a Change in Control; (iii) any person or group (other than the Corporation, any subsidiary or any savings, pension or other
benefit plan for the benefit of



    	15



    	



    

employees of the Corporation
or its subsidiaries) becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 15% or
more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation’s
then outstanding securities (not including in the securities beneficially owned by such person or group any securities acquired
directly from the Corporation or its affiliates); or (iv) the Board adopts a resolution to the effect that, for purposes of the
Plan, a Potential Change in Control Period has commenced. The Potential Change in Control Period shall continue until the earlier
of (A) a Change in Control, or (B) the adoption by the Board of a resolution stating that, for purposes of the Plan, the Potential
Change in Control Period has expired.


 


(j)        Section
409A. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and its corresponding regulations
and related guidance with respect to amounts credited to the Non-Grandfathered Accounts of Participants, and shall be administered
in accordance with Section 409A of the Code with respect to such Accounts. Notwithstanding anything in the Plan to the contrary,
elections to defer compensation into Non-Grandfathered Accounts under the Plan, and distributions of Non-Grandfathered Accounts,
may only be made in a manner and upon an event permitted by Section 409A of the Code. To the extent that any provision of the Plan
would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the Plan to fail
to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by
applicable law. Other than a valid Election, in no event shall a Participant, directly or indirectly, designate the calendar year
of payment with respect to Non-Grandfathered Accounts. For avoidance of doubt, deferrals under the Plan are maintained on a Plan
Year basis.



    	16



    	



    

SCHEDULE A


NOTIONAL INTEREST RATES


 


Deferred Incentive Awards


 


The following chart applies to: (A) Executive
level employees for awards earned and deferred in and after 2014, (B) all employees for awards earned and deferred between 2003
and 2013, and (C) Band 6 and above employees for awards earned and deferred before 2003.


 


	Year Award Earned	Vested Rate	Contingent Rate	Total Rate
	1975 – 1992 	Treasury bills +	N/A	Treasury bills +
	 	3%*	N/A	3%*
	1993 – 1997 	10%	N/A	10%
	1998 – 2000 	8%	3%	11%
	2001- 2002 	7%	3%	10%
	2003 	3%	5%	8%
	2004 initial rate	3%	5%	8%
	2005 initial rate ** 	8%** 	N/A	8%** 
	2006 initial rate **	5.8%**	N/A	5.8%**
	2007 initial rate **	5.8%**	N/A	5.8%**
	2008 initial rate **	6.3%**	N/A	6.3%**
	2009 initial rate **	7.2%**	N/A	7.2%**
	2010 initial rate **	4.8%**	N/A	4.8%**
	2011 initial rate **	3.84%**	N/A	3.84%**
	2012 initial rate **	3.65%**	N/A	3.65%**
	2013 initial rate **	2.90%**	N/A	2.90%**
	2014 initial rate **	4.09%**	N/A	4.09%**
	2015 initial rate **	3.66%**	N/A	3.66%**
	2016 initial rate **	3.64%**	N/A	3.64%**
	2017 initial rate **	2.69%**	N/A	2.69%**
	2018 initial rate **	3.38%**	N/A	3.38%**




    	17



    	



    

*/Three-month Treasury bill average rate
for the immediately preceding calendar quarter as reported by the Federal Reserve Bank; rate changes each calendar quarter.


 


**/For periods
on and after January 1, 2006, rate is based on the Corporation’s 15-year borrowing rate and is subject to change annually.


 


Deferred Incentive Awards


 


The following chart applies to all employees
other than Band 6 and above for awards earned and deferred before 2003.


 


	Year Award Earned	Vested Rate	Contingent Rate	Total Rate
	1975 – 1997	Treasury bills +	N/A	Treasury bills +
	 	3%*	N/A	3%*
	1998 - 2002	6%	3%	9%


 


*/Three-month Treasury bill average rate
for the immediately preceding calendar quarter as reported by the Federal Reserve Bank; rate changes each calendar quarter.


 


Deferred Salary (Band 6 and Above)


 


	Year Salary Earned	Vested Rate	Contingent Rate	Total Rate
	1994 – 1998 	10%	N/A	10%
	1999 – 2001 	8%	3%	11%
	2002 - 2002 	7%	3%	10%
	2003 	3%	5%	8%
	2004 	3%	5%	8%
	2005 initial rate** 	3%	5%	8%


 


**/For periods on and after January 1,
2006, rate is subject to change.



    	18



    	



    

SCHEDULE B


PROVISIONS RELATING TO


HONEYWELL INC. EXECUTIVE DEFERED COMPENSATION
PLAN


 


1.        History. Honeywell
Inc., a predecessor of the Corporation, previously established a supplemental non-qualified plan named the Honeywell Executive
Deferred Compensation Plan (the “Honeywell Plan”). The Honeywell Plan was created to establish rules for the
deferral and payment of deferred compensation earned under the Honeywell Inc. bonus plans named the “Honeywell Corporate
Executive Compensation Plan,” the “Honeywell Senior Management Performance Incentive Plan,” and the “Multi-Year
Incentive Program.”


 


The Honeywell Plan was
last amended and restated effective June 1, 1999. This Schedule B covers any participant in the Honeywell Plan who has not received
full payment of his benefit under the Honeywell Plan as of April 1, 2018. Benefit payments commencing before April 1, 2018 are
governed by the terms of the Honeywell Plan as they existed prior to this amendment and restatement and are grandfathered from
the requirements of Section 409A of the Code.


 


2.        Definitions.
For purposes of this Schedule B, the following definitions shall apply:


 


(a)       Account
shall mean an unfunded, bookkeeping account maintained for a participant including amounts originally deferred under the Honeywell
Plan and interest credits made pursuant to Section 3 of this Schedule B (or comparable provisions of the Honeywell Plan).


 


3.        Interest Credits.
An interest credit shall be made to the participant’s Account as of (a) each February 15, and (b) the date as of which any
distribution is made from the participant’s Account, for the year or portion thereof then ended based on the average daily
balance of the Account for such year or portion thereof. The rate of interest shall be 120% of the long-term Applicable Federal
Rate published under section 1274(d) of the Code for the month in which the interest credit is made to the Account.


 


4.        Distributions.
The following provisions shall apply to distributions under this Schedule B.


 


(a)        Commencement.
A participant’s Account shall be paid or commenced as of March 31 of the year specified by the Participant and in effect
as of December 31, 2004. Actual payment shall occur as soon as administratively feasible thereafter.


 


(b)        Forms
of Payment. Subject to the provisions herein, an Account shall be paid under this Schedule B in a series of ten (10) substantially
equal annual installments. The participant may elect to receive any benefit payable under this Schedule B in an optional form of
payment; provided, however, that such election will not be effective until the lapse of thirteen (13) months following the date
on which the election is accepted by the Plan Administrator. The optional distribution forms under this Schedule B are a single
lump sum or a series of



    	19



    	



    

substantially equal annual
installments of any number from two (2) to nine (9). To be effective, the election of an optional distribution form must be made
in the form and manner prescribed by the Plan Administrator and must be accepted by the Plan Administrator. Notwithstanding the
foregoing, distribution shall be made in a single lump sum payment if the participant’s termination of employment occurs
before the date the participant has both reached age fifty-five (55) and has accrued ten (10) years of credited service for vesting
as defined in the Honeywell Retirement Benefit Plan (Supplement T) portion of the Honeywell Retirement Earnings Plan or its applicable
predecessor plan.


 


(c)        Acceleration
of Distribution with Forfeiture. A participant or beneficiary who is receiving distributions under this Schedule B may at any
time elect to receive the remaining Account balance in a lump sum payment less ten percent (10%) which shall be forfeited. Lump
sum payments under this Section 4(c) shall be made within sixty (60) days after the election to accelerate distribution is received
by the Plan Administrator.


 


(d)        Financial
Hardships. If a participant incurs an unforeseeable emergency, the participant may make a written request to the Plan Administrator
for a hardship withdrawal from the participant’s Account. An unforeseeable emergency is a severe financial hardship to the
participant resulting from a sudden and unexpected illness or accident of the participant or a dependent (as defined in section
152(a) of the Code) of the participant, loss of the participant’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control of the participant and which cannot be relieved
through reimbursement or compensation by insurance or otherwise or by liquidation of the participant’s assets, to the extent
that the liquidation of such assets would itself cause severe financial hardship. Withdrawals of amounts because of an unforeseeable
emergency are only permitted to the extent reasonably needed to satisfy the emergency need. The existence of severe financial hardship
shall be determined consistent with sections 1.457-2(h)(4) and (5) of the Treasury Regulations.


 


5.        Survivor Benefits.


 


(a)        Survivor
Benefits. If a participant dies after termination of employment but before distribution commences under this Schedule B, the
Account shall be paid to the participant’s designated beneficiary or beneficiaries at the time and in the form the Account
would have been payable to the participant if the participant had survived until the date distribution would have commenced. If
a participant dies after distribution commences under this Schedule B (or the terms of the prior Honeywell Plan), the participant’s
designated beneficiary shall be paid the unpaid installments, if any, under the form of distribution elected by the participant.


 


(b)        Designation
of Beneficiary. A participant or surviving beneficiary may designate, in the manner required by the Plan Administrator, a beneficiary
or beneficiaries to receive the Account under this Schedule B in the event of the participant’s (or surviving beneficiary’s)
death. The participant (or surviving beneficiary) may change or revoke any such designation from time to time. No designation or
revocation shall be effective unless executed by the



    	20



    	



    

participant (or surviving
beneficiary) and actually received by the Plan Administrator before the participant’s (or surviving beneficiary’s)
death. If the participant or surviving beneficiary dies without an effective beneficiary designation for the Account under this
Schedule B, payment shall be made to the beneficiary or beneficiaries determined under the rules in the Honeywell 401(k) Plan governing
failure of beneficiary designation. The Plan Administrator shall be the sole judge of the content, interpretation and validity
of a purported beneficiary designation.



    	21