UNITED TECHNOLOGIES CORPORATION ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN Amendment 2

Exhibit 10.1

UNITED TECHNOLOGIES CORPORATION

ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN

Amendment 2

The United Technologies Corporation Annual Executive Incentive Compensation Plan is hereby amended, effective January 1, 2009, by adding Article VII as follows:

VII. RECOUPMENT OF PAYMENTS

A. MANDATORY RECOUPMENT OF AWARD PAYMENTS . Any Employee or former Employee who received an award under this Plan shall be obligated to repay to the Corporation all or a portion of the amount received in connection with a fiscal year in which:

(i) there was a restatement of earnings for the Corporation or a business unit; or

(ii) there was a recalculation of a financial or other performance metric related to the determination of an annual incentive compensation award; and

(iii) the Employee was involved in the formulation of the incorrect statement of earnings or calculation of a performance metric; and

(iv) the inaccuracies were attributable, in whole or in part, to the Employee’s negligence or intentional misconduct; and

(v) the restated earnings or corrected performance measurement would have (or likely would have) resulted in a smaller award than the amou