Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

e) At its December 7, 2007 meeting, the Management Development and Compensation Committee of the Board of Directors of Honeywell International Inc. (the "Company") considered and approved the following compensation actions regarding Robert J. Gillette, President and CEO of the Company's Aerospace segment, for retention purposes: (i) increased his annual base salary to $1 million effective January 1, 2008; (ii) approved the grant of 200,000 restricted stock units, vesting in one-third increments on the third, fifth and seventh anniversaries of the date of grant, respectively; and (iii) established a fixed value of $2 million (to be determined using the Company's Black-Scholes valuation methodology) for his annual stock option grant, commencing with the 2008 grant.

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