Exhibit 10.7




                                AMENDMENT OF THE
                          HONEYWELL INTERNATIONAL INC.
                      SEVERANCE PLAN FOR SENIOR EXECUTIVES
                 As Amended and Restated as of December 20, 2001

                                   WITNESSETH

WHEREAS, Honeywell International Inc. (the "Corporation") is the sponsor of the
Honeywell International Inc. Severance Plan for Senior Executives, as amended
and restated as of December 20, 2001 (the "Plan"); and

WHEREAS, Section 12 of the Plan reserves to the Corporation the right to amend
the Plan at any time; and

WHEREAS, the Corporation is desirous of amending the Plan in certain
particulars;

NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2004, as
follows:

1.   Section 3(b) of the Plan shall be amended to read as follows:

     (b)  Benefits Conditioned on Release and Non-competition Agreement.
          Notwithstanding anything in this Section 3 to the contrary, all
          benefits under this Plan except benefits provided pursuant to Part II,
          shall be provided in consideration for, and may be conditioned upon,
          (i) the execution of a release by the Participant of all current or
          future claims, known or unknown, arising on or before the date of the
          release against the Employer, its subsidiaries, affiliates and their
          respective officers, directors and employees in a form and manner
          prescribed by the Plan Administrator, and (ii) the execution of a
          non-competition agreement by the Participant in favor of the Company
          and its subsidiaries and affiliates in a form and manner prescribed by
          the Plan Administrator. Additionally, no severance benefits shall be
          payable under this Section 3 unless the Participant has returned to
          the Employer all property of the Employer and any information of a
          proprietary nature in his or her possession.

2.   Section 5 of the Plan shall be amended to read as follows:

     Notwithstanding anything to the contrary in the Plan and except as provided
     in Section 20(c), a Participant receiving benefits or otherwise entitled to
     receive benefits under this Plan shall cease to receive such benefits under
     the Plan and the right to receive any benefits in the future under the Plan
     shall be forfeited, in the event the Participant, either before or after
     termination of employment, as determined by the Named Fiduciary, in its
     sole discretion (a) is convicted of a felony, (b) commits any fraud or
     misappropriates property, proprietary









     information, intellectual property or trade secrets of the Company and its
     subsidiaries and affiliates for personal gain or for the benefit of another
     party, (c) actively recruits and offers employment to any management
     employee of the Company and its subsidiaries and affiliates, (d) engages in
     intentional misconduct substantially damaging to the property or business
     of the Company and its subsidiaries and affiliates, (e) makes false or
     misleading statements about the Company and its subsidiaries and affiliates
     or their products, officers or employees to (A) competitors or customers or
     potential customers, or (B) current or former employees of the Company and
     its subsidiaries and affiliates, or (f) violates the terms of the release
     or non-competition agreement described in Section 3(b) of the Plan.