HONEYWELL INTERNATIONAL INC
EXHIBIT 10.8
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<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>



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                                                                    EXHIBIT 10.8

                    Salary and Incentive Award Deferral Plan
                                       for
           Selected Employees of Honeywell International Inc. and its
                                   Affiliates

                                                            Amended and Restated
                                                             as of April 3, 2002












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                                      -2-



1.       Eligibility

         Those employees of Honeywell International Inc. (the "Corporation") and
its affiliates who are designated by the Management Development and Compensation
Committee (the "Committee") shall be eligible to participate in this
supplemental non-qualified Salary and Incentive Award Deferral Plan for Selected
Employees of Honeywell International Inc. and its Affiliates (the "Plan").

2.       Participation

         An eligible employee may become a participant in the Plan (a
"Participant") by filing a timely written deferral election with the
Corporation. Such election shall request that a portion of the compensation
elements described in paragraph 3(a) and paragraph 3(b) be credited to an
unfunded deferred compensation account maintained for the Participant under the
Plan (the "Participant Account" or "Account"). A Participant's direction, if
accepted by the Corporation, shall become effective for the pay period or
payment date in the next succeeding calendar year (or for a newly eligible
Participant, for the next succeeding pay period or payment date after the
receipt of the direction by the Corporation), and shall continue in effect until
the Participant terminates such direction, effective as of the end of the
calendar year, or is no longer eligible to be a Participant. Any modification of
Participant's direction shall be effective only with respect to compensation
payable with respect to pay periods in the calendar year next following the date
such direction is received by the Corporation.

3.       Contributions to Participant Accounts

         (a) Base Annual Salary. A Participant in Career Band 6 and above (or a
Participant who occupies a position equivalent thereto) may, prior to the
beginning of any calendar year (and with respect to a newly eligible
Participant, within thirty days after first becoming so eligible) elect to defer
an aggregate amount of base annual salary otherwise payable in such subsequent
calendar year (or with respect to a newly eligible Participant, in the remainder
of the calendar 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 3(a) shall not be greater
than fifty percent (50%) of the Participant's Base Annual Salary for such pay
period.

         (b) Incentive Awards. A Participant may, to the extent that the
Honeywell International Inc. Incentive Compensation Plan For Executive Employees
(the "Incentive Plan") (or any successor plan) permits deferrals of an incentive
award (the "Incentive Award") payable thereunder, elect to defer an amount not
greater than one hundred percent of such Incentive Award. Any amount so deferred
shall be deemed to be deferred under this Plan but shall, to the extent the
provisions of the Incentive Plan are not inconsistent with this Plan, otherwise
be subject to the terms of the Incentive Plan. Any deferral of an Incentive
Award shall be made by filing an appropriate deferral election with the
Corporation not later than the date established by the Corporation from time to
time.






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                                      -3-

         (c) Deferral Amounts. All amounts determined under this paragraph 3
which are the subject of a written deferral election (the "Deferral Amounts")
shall, in accordance with the relevant Participant direction, be credited to a
Participant Account maintained under the Plan on the same day the Base Annual
Salary or Incentive Award would otherwise have been payable.

4.       Deferral Requirements

         Amounts may be deferred under this Plan for a minimum period of three
years or such shorter period as may be approved by the Committee. Except as
otherwise provided in paragraphs 9 or 10 or as approved by Committee, no amount
shall be withdrawn from a Participant Account prior to the earlier of: three
years following 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 Participant's death; or the date the Participant
ceases to be employed by the Corporation or any of its affiliates.
Notwithstanding the preceding provisions of this Section 4, a Participant may
request an immediate withdrawal of all or a portion of such Participant's
Account prior to any date described above or prior to the date the 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.

5.       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. A single rate for
calculating Interest Equivalents shall be established by the Committee, in its
sole discretion, for all Deferral Amounts credited to Participant Accounts in
each calendar year. The rate established by the Committee shall 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
calendar year, shall remain in effect with respect to Deferral Amounts credited
to Participant Accounts during the calendar year until the Deferral Amounts are
distributed.

         The rate of notional interest established by the Committee shall be set
forth on Schedule A attached hereto and made a part hereof. Any portion of such
rate designated as the "Contingent Rate" shall become nonforfeitable only if the
Participant is still employed by the Corporation or any affiliate at the end of
the third full calendar year following the calendar year in which the Deferral
Amount relates, provided, however, in the event a Participant terminates
employment with the Corporation or an affiliate prior to such date for reasons
other than gross cause, the Committee shall treat such portion as nonforfeitable
in the event the Participant's employment with the Corporation or Affiliate is
involuntarily terminated (including a termination for "good reason" under any
applicable severance plan of the Corporation or affiliate) or is





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                                      -4-

terminated for such reasons as the Committee may determine from time to time in
its sole discretion. Notwithstanding the preceding sentence, in the event a
Participant withdraws any portion of the Deferral Amount prior to 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 Deferred Amount at the time of withdrawal shall remain 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"). The rate established by the Committee and set forth on Schedule A
shall remain in effect until superceded by action of the Committee and amendment
of such Schedule A.

         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.

6.       Participant Accounts

         All amounts credited to a Participant's Account pursuant to paragraphs
3 and 4 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.

7.       Distribution from Accounts

         At the time a Participant makes an election pursuant to paragraph 3,
the Participant shall also make an election with respect to the distribution of
the Deferral Amounts and Interest Equivalents accrued thereon which are credited
to the Participant's Account pursuant to such election. A Participant may elect
to receive such distribution in one lump-sum payment or in a number of
approximately equal annual payments (provided the payment period may not include
more than fifteen 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 designated by the Participant. Except as otherwise provided in paragraphs
8, 9 and 10, 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 Company 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
Company) or for "gross cause" (as defined in the AlliedSignal Inc. Severance
Plan for Senior Executives), the nonforfeitable portion of such Participant's
Deferred Amounts for performance years beginning after 1997 for amounts deferred
under paragraph 3(b) or after 1998 for amount deferred under paragraph 3(a)
(including the vested portion of any applicable 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. Any Frozen
Contingent Interest credited to the Participant's Account shall be payable to
the Participant in one lump sum after the date the Frozen Contingent Interest
becomes nonforfeitable pursuant to Paragraph 5.

                  The Corporation may from time to time allow Participants to
request new elections with respect to the distribution of all Deferral Amounts
and Interest Equivalents





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                                      -5-

accrued thereon that are credited to such Participant under the Plan (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 twelve (12) months
prior to any scheduled payment date.

         Notwithstanding any provision in this Plan to the contrary, if all or a
portion of a Participant's Account is determined to be includible in the
Participant's gross income and subject to income tax at any time prior to the
time such Account would otherwise be paid, the Participant's Account or that
portion of the Participant's Account shall be distributed to the Participant.
For this purpose, an amount is determined to be includible in the Participant's
gross income upon the earliest of: (i) a final determination by the Internal
Revenue Service addressed to the Participant which is not appealed, (ii) a final
determination by the United States Tax Court or any other federal court
affirming an IRS determination, or (iii) an opinion addressed to the Corporation
by the tax counsel for the Corporation that, by reason of the Code, Treasury
Regulations, published Internal Revenue Service rulings, court decisions or
other substantial precedent, the amount is subject to federal income tax prior
to payment.

8.       Distribution on Death

         If a Participant should die before all amounts credited to the
Participant's Account have been distributed, the balance in the Account shall be
paid as soon as practical thereafter to the beneficiary designated in writing by
the Participant. Payment to a beneficiary pursuant to a designation by a
Participant shall be made in one lump sum to the designated beneficiary as soon
as practicable following the death of the Participant. 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. If no beneficiary is properly designated by the
Participant or if the designated beneficiary shall have predeceased the
Participant, such balance in the Account shall be paid to the estate of the
Participant.

9.       Payment in the Event of Hardship

         Upon receipt of a request from a Participant, delivered in writing to
the Corporation along with a Certificate of Unavailability of Other Resources
form, the Committee, 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 3 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.
Acceleration of payment may not be made under this paragraph 9 to the extent
that such hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the Participant's
assets, to the extent the liquidation of assets would not itself cause severe
financial hardship or (iii) by cessation of deferrals under this Plan or any
tax-qualified savings plan of the Corporation.




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                                      -6-


10.      Change in Control

         (a) Initial Lump Sum Election. Notwithstanding any election made
pursuant to paragraph 7, a Participant may file a written election with the
Corporation to have the Deferral Amounts and Interest Equivalents accrued
thereon which are credited thereafter to the Participant's Account paid in one
lump-sum payment as soon as practicable following a Change in Control, but in no
event later than 90 days after such Change in Control. The Interest Equivalents
on any Deferred Amount payable pursuant to this paragraph 10(a) shall include
the "Contingent Rate" credited to such Deferred Amount without regard to whether
such amount has become nonforfeitable as provided in paragraph 5 at the time
payment is made under this paragraph 10(a).

         (b) Revocation of Lump-Sum Election. A Participant may revoke an
election made pursuant to paragraph 10(a) (including an election not to be paid
in one lump sum upon a Change in Control) by filing an appropriate written
notice with the Corporation. A revocation notice filed pursuant to this
paragraph 10(b) shall be subject to such terms and conditions as the Corporation
shall establish and shall be effective with respect to any or all of the
Participant's Deferral Amounts and Interest Equivalents accrued thereon which
are credited to such Participant under the Plan. Any such election shall be
subject to such restrictions and limitations as the Corporation shall determine
in its sole discretion.

         (c) Limitation on Elections. Any election made pursuant to paragraph
10(a) or 10(b) 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 purposes of the Plan, a Change
in Control is deemed to occur at the time (i) when an entity, person or group
(other than the Corporation, any subsidiary or savings, pension or other benefit
plan for the benefit of employees of the Corporation or its subsidiaries) which
theretofore beneficially owned less than 30% of the Corporation's common stock
(the "Common Stock") then outstanding, acquires shares of Common Stock in a
transaction or a series of transactions that results in such entity, person or
group directly or indirectly owning beneficially 30% or more of the outstanding
Common Stock, (ii) of the purchase of Common Stock pursuant to a tender offer or
exchange offer (other than an offer by the Corporation) for all, or any part of,
the Common Stock (iii) of a merger in which the Corporation will not survive as
an independent, publicly owned corporation, a consolidation, a sale, exchange or
other disposition of all or substantially all of the Corporation's assets, (iv)
of a substantial change in the composition of the Board during any period of two
consecutive years such that individuals who at the beginning of such period were
members of the Board cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the shareowners
of the Corporation, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period, or (v) of any transaction or other event which the
Committee, in its sole discretion, determines to be a Change in Control for
purposes of the Plan.




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                                      -7-




11.      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, 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 Employee
Retirement Income Security Act of 1974, as amended. 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) Administration. The Corporation shall have sole discretion and
authority to administer the Plan, including the authority to interpret its
terms, promulgate regulations thereunder, determine eligibility to participate
in the Plan and make any finding of fact which may be necessary to determine the
obligation of the Plan with respect to the payment of benefits.

         (d) 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 Section 11(h) hereof) and from and after the occurrence of
a Change in Control, the Plan may not, without the consent of the Participant,
be amended in any manner which would adversely affect such Participant's rights
and expectations with respect to Deferred Amounts credited to such Participant's
Account immediately prior to such amendment.

         (e) 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.






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         (f) 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 or her
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.

         (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 York.

         (h) 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
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.




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                                      -9-




                                   SCHEDULE A

                             Notional Interest Rate

                  Deferred Incentive Awards (Band 6 and Above)


<TABLE>
<CAPTION>
Year Award Earned             Vested Rate          Contingent Rate         Total Rate
-----------------             -----------          ---------------         ----------
<S>                           <C>                 <C>                      <C>
1975 - 1992               Treasury bills +              N/A              Treasury bills +
                                   3%*                                        3%*

1993 - 1997                       10%                   N/A                  10%

1998 - 2000                        8%                    3%                  11%

2001 +                             7%                    3%                  10%
</TABLE>

*/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 Incentive Awards (Band 5 and Below)

<TABLE>
<CAPTION>
Year Award Earned             Vested Rate          Contingent Rate         Total Rate
-----------------             -----------          ---------------         ----------
<S>                           <C>                 <C>                      <C>
1975 - 1997               Treasury bills +              N/A              Treasury bills +
                                  3%*                                         3%*

1998 +                            6%                     3%                   9%
</TABLE>

*/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)

<TABLE>
<CAPTION>
Year Salary Earned            Vested Rate          Contingent Rate         Total Rate
------------------            -----------          ---------------         ----------
<S>                           <C>                 <C>                      <C>
1994 - 1998                      10%                    N/A                  10%

1999 - 2001                       8%                     3%                  11%

2002 +                            7%                     3%                  10%

</TABLE>



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