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

On August 4, 2011, David M. Cote, CEO of Honeywell International Inc. ("Honeywell" or the "Company") entered into a letter agreement with the Company, the terms of which were recommended by Honeywell's Management Development and Compensation Committee ("Committee") and approved by the Board of Directors for retention and succession planning purposes (the "Letter Agreement"). The Letter Agreement provides that:

º Contingent on Mr. Cote remaining employed with Honeywell through at least April 1, 2015 (except in cases of death, disability or involuntary termination without cause) and other agreements noted below, he will be entitled, upon his retirement, to full vesting and full term to exercise stock options granted prior to April 1, 2015, except for stock options granted in the 12 months preceding his retirement date and the portion of any stock option award still subject to performance conditions at the time of his retirement.

º Such benefits are also conditioned upon Mr. Cote (a) providing a transition period of 12 months prior to his retirement and (b) not seeking or accepting a position outside of Honeywell prior to April 1, 2015. These benefits are also conditioned on Mr. Cote's adherence to the terms of any non-competition, non-solicitation, confidentiality or intellectual property covenants with the Company, with the Company having certain clawback rights in the event of a breach by Mr. Cote of these restrictive covenants.

The Committee and the Board believe that this action is the best means for achieving the Company's retention and succession planning objectives over a timeframe when the CEO could be most attractive to competitors. The Committee and the Board specifically considered the CEO's demonstrated leadership qualities, his ongoing contributions to the Company's success, the potential retention risk, the extent of disruption likely to be caused by unplanned attrition and the Company's identified succession candidates. In addition, these actions were consistent with the design of the Company's executive compensation program and the Committee's and the Board's prior succession planning-related actions.

A copy of the Letter Agreement will be filed as an exhibit to the Company's Form 10-Q for the quarter ending September 30, 2011.

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