Honeywell International Inc.
Supplemental Pension Plan
Amended and Restated
as of January 1, 2000
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Article I - Purpose
Effective November 20, 1975, Allied Corporation adopted the
Allied Corporation Supplemental Retirement Plan for Executives and Key
Employees. Such plan is amended and restated effective January 1, 2000 as the
Honeywell International Inc. Supplemental Pension Plan (the "Plan").
The purpose of the Plan is to provide retired participants and
their joint annuitants and beneficiaries under the Pension Plan with the amount
of retirement income that is not provided under the Pension Plan because the
participant deferred compensation under one or more nonqualified deferred
compensation plans of Honeywell International Inc., including the Incentive
Plan, the Supplemental Savings Plans and the Salary Deferral Plan or, by reason
of the limits imposed by Section 415 and 401(a)(17) of the Code. The Plan is
also intended to cover any contractual obligation Allied has to pay pension
benefits which cannot be provided under the provisions of the Pension Plan.
Except to the extent otherwise indicated, and to the extent
otherwise inappropriate, the Pension Plan and the provisions thereof are hereby
incorporated by reference.
Article II - Definitions
2.1 Accrued Pension Benefit - means the amount of retirement income
payable under the Pension Plan to or with respect to a participant
at or after termination of employment, or such earlier date
requiring payment under this Plan.
2.2 Board of Directors - means the Board of Directors of Honeywell.
2.3 Code - means the Internal Revenue Code of 1986, as amended from
time to time.
2.4 Committee - means the Management Development and Compensation
Committee of Honeywell.
2.5 Incentive Plan - means the AlliedSignal Inc. Incentive Compensation
Plan for Executive Employees, and all predecessor and successor
plans.
2.6 Honeywell - means Honeywell International Inc., a Delaware
corporation and its subsidiaries.
2.7 Pension Plan - means the AlliedSignal Inc. Retirement Program (or
any successor defined benefit pension plan) and any other defined
benefit pension plan covering salaried employees of Honeywell
International Inc. other than (i) this Plan, (ii) the portion of
any defined benefit pension plan providing benefits to employees
under the Honeywell Retirement Benefit Plan formula and provisions
of such pension plan, and (iii) the AlliedSignal Pension Plan for
Contractual Obligations. Notwithstanding the foregoing, any Plan
participant who is a participant in a plan described in subclause
(ii) above and who has waived his or her right to the
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change in control benefit to which he or she was previously
entitled under the terms of a severance agreement or plan
maintained by Honeywell Inc. and is a Participant in the Honeywell
International Inc. Supplemental Executive Retirement Plan for
Executives in Career Band 6 and Above shall have this definition
apply without regard to subclause (ii) above.
2.8 Plan - means the Honeywell International Inc. Supplemental Pension
Plan.
2.9 Salary Deferral Plan - means the Salary Deferral Plan for Selected
Employees of Honeywell International Inc. and its Affiliates
(Career Band 6 and above or employees who occupy positions
equivalent thereto), as the same may be amended from time to time.
2.10 Supplemental Benefit - means the excess, if any, of (i) the
retirement income payable to or with respect to a participant under
the Pension Plan which would have been accrued by the participant
(1) had the amount of deferred compensation awards under the
Incentive Plan been compensation included for calculating benefits
under the Pension Plan in the year the award would otherwise have
been earned or payable as recognized by the Pension Plan, (2) had
Participant Deferred Contributions, as that term is defined in the
Supplemental Savings Plans, been compensation included for
calculating benefits under the Pension Plan in the year the
compensation would otherwise have been earned or payable as
recognized by the Pension Plan, (3) had the portion of Base Annual
Salary and Incentive Awards deferred by a participant under the
terms of the Salary Deferral Plan, been compensation included for
calculating benefits under the Pension Plan in the year the
compensation would otherwise have been earned or payable as
recognized by the Pension Plan, (4) had the limits of Code Section
415 and 401(a)(17) not been incorporated in the Pension Plan, and
(5) had the participant met all the requirements for a benefit from
the Pension Plan with respect to all other pension benefits which
Honeywell has become contractually obligated to pay to the
participant, over (ii) the participant's Accrued Pension Benefit.
2.11 Supplemental Savings Plans - means the Supplemental Non-Qualified
Savings Plans for Highly Compensated Employees of Honeywell
International Inc. and its Subsidiaries, as the same may be amended
from time to time.
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Article III - Participation
Participation in the Plan shall be limited to:
(a) those participants in the Pension Plan (and their joint
annuitants and beneficiaries) who as a result of having
deferred an award under the Incentive Plan or having
deferred compensation under the Supplemental Savings Plans
or the Salary Deferral Plan, receive or shall receive a
lesser amount under the Pension Plan than would otherwise
be paid or payable in the absence of such deferral;
(b) those participants in the Pension Plan (and their joint
annuitants and beneficiaries) who as a result of the
limitations contained in Code Sections 415 or 401(a)(17)
receive or will receive a lesser amount under the Pension
Plan than would otherwise be paid or payable in the
absence of such limitations, and
(c) any employee who has entered into a contractual agreement
with Honeywell under which Honeywell shall, after the
termination of employment of the employee, provide a
benefit in the form of a life annuity for the employee
(and the employee's joint annuitant or beneficiary) as
provided under the terms of the contractual agreement.
Article IV - Supplemental Benefit
4.01 Payment of Supplemental Benefit
(a) Supplemental Benefits shall be payable directly to such
participant, or such participant's joint annuitant or
beneficiary, as applicable, from the general assets of
Honeywell and Honeywell shall not be under any obligation
to set aside any funds or other assets for the payment of
the Supplemental Benefits under this Plan. Honeywell may,
in its sole discretion, establish funds for payment of
these Supplemental Benefits. However, any and all such
funds shall remain assets of Honeywell and subject to the
claims of creditors of such corporation. Such funds, if
any, shall not be deemed to be assets of this Plan.
Notwithstanding the preceding paragraph, the Committee is
authorized (but not required) to cause AlliedSignal (or
any successor thereto) to fund all or a part of the
Supplemental Benefits for such participant or participants
as it may select in its sole discretion from time to time.
The amount of such funded Supplemental Benefits shall not
be assets of Honeywell and shall not be subject to the
claims of creditors of Honeywell. Such participants, if
any, and the amount of any funded Supplemental Benefits
shall be designated in Appendix A and the
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Supplemental Benefits of any participant not designated in
Appendix A or the portion of any Supplemental Benefit not
funded as designated in Appendix A shall not be so funded
and shall remain subject to the provisions of the
preceding paragraph of this Section 4.01(a). A participant
designated on Appendix A who is married on the date any
funded Supplemental Benefits commence under Section
4.01(b) must obtain the written consent of the
participant's spouse in the form and manner prescribed by
the Committee to the election of any form of payment of
such funded Supplemental Benefits other than a 50% joint
and survivor annuity with the participant's spouse
designated as the joint annuitant. The Committee is
authorized to select, appoint and remove trustees or other
entities or individuals, to enter into, amend and
terminate trust or other agreements, to create trust or
other secured funds, to cause Honeywell to make
contributions to such 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, including providing
for the payment of Supplemental Benefits in accordance
with applicable law.
(b) Any person entitled to a Supplemental Benefit shall be
entitled to payment of such benefit only from the date on
which such Supplemental Benefit becomes due and payable
and only in such installments or other manner of payment
as is provided under the relevant Pension Plan or
agreement, provided, however, that if a Participant so
elects, by giving written notice to the Plan
Administrator, and if the Committee approves such
election, payment of such Supplemental Benefit shall be in
a lump sum equal to the present value of such
Participant's Supplemental Benefit accrued to the date of
such Participant's retirement under the relevant Pension
Plan or agreement (or the lump sum value of the
Supplemental Benefit calculated with reference to the
Retirement Earnings Plan provisions of any Pension Plan).
For the purpose of determining the present value of a
Participant's accrued Supplemental Benefit, the
"Applicable Mortality Table" and the "Applicable Interest
Rate" shall be used, as defined below. Except as may be
permitted pursuant to the proviso to the first sentence of
this Paragraph (b), no person shall have a right to
acceleration of any such payment. No person shall be
entitled to anticipate such benefit by assignment, pledge
or transfer in any form or manner prior to actual or
constructive receipt of payment.
(1) The "Applicable Mortality Table" means the
mortality table prescribed by the Secretary of
the Treasury pursuant to Code Section 417(e).
Such table shall be based on the prevailing
commissioners' standard table (described in
Code Section 807(d)(5)(A)) used to determine
reserves for group annuity contracts issued on
the date as of which the
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present value is being determined (without
regard to any other subparagraph of Code
Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the
average annual rate of interest on 30-year
Treasury securities determined as of the third
calendar month preceding the month during which
the benefit commencement occurs.
(c) In the event that a Supplemental Benefit becomes payable
in accordance with this Article IV, Section 4.01,
Paragraph (b) and in the event the relevant Pension Plan
or agreement is terminated in accordance with its terms,
then the Participant shall have a right to only the
Supplemental Benefit accrued to the date of termination of
the relevant Pension Plan or agreement. In such event,
Honeywell shall remain liable for the payment of the
Supplemental Benefit and payment shall be made at such
times and in such manner as the Plan Administrator shall
determine, unless the Participant shall have made the
election referred to in Paragraph (b) of this Section
4.01, in which event payment shall be made pursuant to
such election, if approved by the Committee as therein
required. Such accrued Supplemental Benefit shall remain
subject to Paragraphs (a) and (b) of this Section 4.01.
(d) Except to the extent that a participant's Supplemental
Benefits are funded as described in Section 4.01(a), the
rights and interest of any participant, joint annuitant,
or beneficiary to a Supplemental Benefit under this Plan
shall be the same as any other unsecured creditor of
Honeywell (or any successor thereto). In the event of any
bankruptcy proceeding by or against Honeywell, a
participant, joint annuitant or beneficiary shall be
entitled to prove a claim for any unpaid portion of the
benefit provided by the Plan.
Article V - Administration
5.01 Plan Administrator - The Board of Directors shall name a Plan
Administrator. Such Plan Administrator shall serve at the
convenience of the Board of Directors and shall serve without
compensation. The Plan Administrator shall keep such records as
necessary for the proper administration of the Plan and shall
report to the Board of Directors at such time or times as the
Board of Directors shall designate.
5.02 Benefit Determination - The Plan Administrator shall determine the
amount and timing of any benefit paid under the Plan. The Plan
Administrator shall rely on the records of Honeywell in
determining any participant's eligibility for and amount of
benefit under the Plan. In the event that the Plan Administrator's
reliance on the records of Honeywell causes a benefit to be over
or under paid, the Plan Administrator shall adjust future payments
to be increased or decreased as required. If such future payments
are insufficient to recover any overpayment to a
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participant, the Plan Administrator shall withhold any payments
then due a participant and take any action deemed appropriate to
recover the balance of the overpayment.
5.03 Benefit Appeals - The Plan Administrator shall establish an
appeals procedure as defined by U.S. Department of Labor
regulations. Such procedures will provide that the participant has
sixty (60) days upon receipt of any benefits or denial of benefits
to file an appeal with the Plan Administrator. The Plan
Administrator must respond within sixty (60) days of receiving the
appeal, in writing, specifically identifying those Plan provisions
on which the benefit denial was based and indicating what
information the participant must supply in order to perfect a
claim for benefits.
5.04 Nonduplication of Benefits - To avoid the duplication of benefits,
the amount of any similar benefits under this Plan shall be offset
and reduced by the amount of any similar benefit provided the
participant under other supplemental pension plans sponsored by
Honeywell International Inc. (other than the Honeywell
International Inc. Supplemental Executive Retirement Plan for
Executives in Career Band 6 and Above) for which the participant
may be eligible, regardless of whether the payments under this
Plan are made at an earlier or a later date than payments under a
similar plan would have been made.
Article VI - Amendment and Termination
6.01 Plan Amendments - Honeywell reserves the right to amend the plan
from time to time. The Plan may be amended by the Committee;
provided however, that no amendment shall reduce any benefit being
paid or then payable to a participant. Further, no amendment shall
reduce the benefits provided by the Plan to participants or alter
in any manner the rights of the participants to benefits provided
under this Plan.
6.02 Plan Termination - Honeywell reserves the right to terminate the
Plan. However, such termination shall not adversely affect the
rights of participants.
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APPENDIX A
FUNDED BENEFITS
FOR DESIGNATED PARTICIPANTS
The following Participants shall have the designated portion of their
Plan benefits funded as permitted in Section 4.01(a):
Supplemental Pension Plan - Honeywell International Inc.
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