2003 Committee Charter : HON

MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE CHARTER
The Committee shall review this Charter on an annual basis and recommend any
proposed changes to the Board for approval.
I. Composition
The Committee shall be composed of three or more members of the Board of
Directors who meet the independence requirements of the Securities Exchange Act of
1934 and of the listing standards of the New York Stock Exchange.
The members of the Committee shall be approved by the Board on the
recommendation of the Corporate Governance Committee. Committee members may
be replaced by the Board.
II. Meetings
The Committee shall meet at least four times each fiscal year.
III. Purpose
The Committee shall discharge the Board of Directors' responsibilities relating to
compensation of the Corporation's executives. The Committee has overall
responsibility for approving and evaluating the Company's executive compensation
plans, policies and programs, as well as for considering matters relating to management
development and succession and recommending individuals for election as officers.
The Committee shall also produce an annual report on executive compensation for
inclusion in the Corporation's annual proxy statement, in accordance with applicable
Securities and Exchange Commission rules and regulations.
IV. Responsibilities
The Management Development and Compensation Committee shall:
1. Review and approve corporate goals and objectives relevant to compensation
of the Company's Chief Executive Officer (CEO), evaluate the CEO's performance in
light of those goals and objectives, and set the CEO's compensation level based on this
evaluation. In determining the long-term incentive component of CEO compensation,
the Committee will consider the Company's performance and relative shareowner
return, the value of similar incentive awards to CEOs at comparable companies, and the
awards given to the CEO in past years.
2. Review and approve the individual goals and objectives of the other executive
officers of the Company. Review and set the annual salary and other remuneration
(including incentive compensation plans and equity-based plans) of all officers
(including the other executive officers) of the Company.
3. Review and make recommendations to the Board with respect to the
Company's incentive compensation plans and equity-based plans for all senior level
employees of the Corporation and of such of the Corporation's subsidiaries as the
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Board may deem appropriate, including the performance objectives and metrics to be
used in calculating awards under such plans.
4. Review the management development program, including executive
succession plans, of the Corporation and make recommendations to the Board relating
to the election of its officers.
5. Review or take such action in connection with the bonus, stock and other
benefit plans of the Corporation and its subsidiaries, as may be provided in any such
plans or deemed appropriate by the Board.
6. The Committee shall have the sole authority to retain and terminate any
compensation consultant to be used to assist in the evaluation of director, CEO or
senior executive compensation, including sole authority to approve the consultant's fees
and other retention terms. The Committee may also, as appropriate, obtain advice and
assistance from internal or external legal, accounting, executive compensation, benefits
or other subject matter experts or advisors.
7. Report regularly to the Board of Directors of the Company and perform such
other functions as may be assigned to it from time to time by the Board or its Chairman.
8. Form and delegate authority to subcommittees when appropriate.
9. Undertake an annual performance evaluation of the activities of the
Committee, including the Committee's responsibilities as set forth above.