exhibit10-9.htm


    Exhibit
      10.9

    


    


    


    


    


    


    TEXTRON

    


    


    


    


    
      	
               

              SEVERANCE
                PLAN FOR

               TEXTRON
                KEY EXECUTIVES

              ____________________

               

              As
                Amended and Restated

              Effective
                January 1, 2008

               

               

            


    

    




    Severance
      Plan

    for
      Textron Key Executives

     

    As
      Amended and Restated

    Effective
      January 1, 2008

    


    Table
      of Contents

    


    


    


    
      	
               

            	
              Article
                I -
                Definitions

            


    

     

    
      	
               

            	
              1.01

            	
              Benefits
                Committee 

            	
               

            


    

     

    
      	
               

            	
              1.02

            	
              Board 

            	
               

            


    

     

    
      	
               

            	
              1.03

            	
              Change
                in Control 

            	
               

            


    

     

    
      	
               

            	
              1.04

            	
              Chief
                Executive
                Officer 

            	
               

            


    

     

    
      	
               

            	
              1.05

            	
              Good
                Reason
                Termination 

            	
               

            


    

     

    
      	
               

            	
              1.06

            	
              IRC 

            	
               

            


    

     

    
      	
               

            	
              1.07

            	
              Key
                Executive 

            	
               

            


    

     

    
      	
               

            	
              1.08

            	
              Plan 

            	
               

            


    

     

    
      	
               

            	
              1.09

            	
              Severance 

            	
               

            


    

     

    
      	
               

            	
              1.10

            	
              Severance
                Benefits 

            	
               

            


    

     

    
      	
               

            	
              1.11

            	
              Severance
                Pay 

            	
               

            


    

     

    
      	
               

            	
              1.12

            	
              Textron 

            	
               

            


    

     

    
      	
               

            	
              1.13

            	
              Textron
                Company 

            	
               

            


    

     

    
      	
               

            	
              Article
                II -
                Severance

            


    

     

    
      	
               

            	
              2.01

            	
              Involuntary
                Termination 

            	
               

            


    

     

    
      	
               

            	
              2.02

            	
              Good
                Reason
                Termination 

            	
               

            


    

     

    
      	
               

            	
              Article
                III - Severance Pay and Severance
                Benefits

            


    

     

    
      	
               

            	
              3.01

            	
              Amount
                of Severance
                Pay 

            	
               

            


    

     

    
      	
               

            	
              3.02

            	
              Payment
                of Severance
                Pay 

            	
               

            


    

     

    Page
      i

     

    
      	
               

            	
              3.03

            	
              Severance
                Benefits 

            	
               

            


    

     

    
      	
               

            	
              Article
                IV - Unfunded
                Plan

            


    

     

    
      	
               

            	
              4.01

            	
              No
                Plan Assets 

            	
               

            


    

     

    
      	
               

            	
              4.02

            	
              Welfare
                Plan Status 

            	
               

            


    

     

    
      	
               

            	
              4.03

            	
              No
                Contributions 

            	
               

            


    

     

    
      	
               

            	
              Article
                V - Plan
                Administration

            


    

     

    
      	
               

            	
              5.01

            	
              Plan
                Administrator’s
                Powers 

            	
               

            


    

     

    
      	
               

            	
              5.02

            	
              Tax
                Withholding 

            	
               

            


    

     

    
      	
               

            	
              5.03

            	
              Use
                of Third Parties to Assist with Plan
                Administration 

            	
               

            


    

     

    
      	
               

            	
              5.04

            	
              Claims
                Procedure 

            	
               

            


    

     

    
      	
               

            	
              5.05

            	
              Enforcement
                Following a Change in
                Control 

            	
               

            


    

     

    
      	
               

            	
              Article
                VI - Amendment and
                Termination

            


    

     

    
      	
               

            	
              6.01

            	
              Amendment
                or
                Termination 

            	
               

            


    

     

    
      	
               

            	
              6.02

            	
              Restrictions
                on Amendment or
                Termination 

            	
               

            


    

     

    
      	
               

            	
              Article
                VII -
                Miscellaneous

            


    

     

    
      	
               

            	
              7.01

            	
              Use
                of Masculine or Feminine
                Pronouns 

            	
               

            


    

     

    
      	
               

            	
              7.02

            	
              Transferability
                of Plan
                Benefits 

            	
               

            


    

     

    
      	
               

            	
              7.03

            	
              Section
                409A
                Compliance 

            	
               

            


    

     

    
      	
               

            	
              7.04

            	
              Controlling
                State
                Law 

            	
               

            


    

     

    
      	
               

            	
              7.05

            	
              No
                Right to
                Employment 

            	
               

            


    

     

    
      	
               

            	
              7.06

            	
              Additional
                Conditions
                Imposed 

            	
               

            


    

     

    
      	
               

            	
              APPENDIX
                A    Grandfathered
                Change in Control
                Definition

            


    

     

    
      	
               

            	
              APPENDIX
                B    Grandfathered
                Good Reason Termination
                Definition

            


    

     

    
      	
               

            	
              APPENDIX
                C    Grandfathered
                Severance Pay Formula

            


    

     

    
      Page
        ii



     

    SEVERANCE
      PLAN FOR

    TEXTRON
      KEY EXECUTIVES

     

     

    


     

    This
      Plan has been established for the
      benefit of certain Textron Executives to secure their goodwill, loyalty and
      achievement, and in consideration of their past service.

     

    The
      Plan is amended and restated as
      follows, effective January 1, 2008, to incorporate those terms necessary or
      advisable to ensure that severance benefits provided under the Plan are exempt
      from or comply with Section 409A of the Internal Revenue Code of 1986, as
      amended.

     

    Article
      I - Definitions

     

    Whenever
      used in this document, the
      following terms shall have the meanings set forth in this Article, unless a
      contrary or different meaning is expressly provided:

     

    
      	
              1.01  

            	
              “Benefits
                Committee” means the Employee Benefits Committee appointed by the
                Board.

            


    

     

    
      	
              1.02  

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

     

    
      	
              1.03  

            	
              “Change
                in Control” means, for any Key Executive who was not an employee of a
                Textron Company on December 31,
                2007:

            


    

     

    
      	
               

            	
              (a)

            	
              any
                “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of
                the Securities Exchange Act of 1934, as amended (the “Act”) and of IRC
                Section 409A) other than Textron, any trustee or other fiduciary
                holding
                Textron common stock under an employee benefit plan of Textron or
                a
                related company, or any corporation which is owned, directly or
                indirectly, by the stockholders of Textron in substantially similar
                proportions as their ownership of Textron common
                stock

            


    

     

    
      	
               

            	
              (1)

            	
              becomes
                (other than by acquisition from Textron or a related company) the
                “beneficial owner” (as defined in Rule 13d-3 under the Act) of stock of
                Textron that, together with other stock held by such person or group,
                possesses more than 50% of the combined voting power of Textron’s
                then-outstanding voting stock, or

            


    

     

    
      	
               

            	
              (2)

            	
              acquires
                (or has acquired during the 12-month period ending on the date of
                the most
                recent acquisition by such person) beneficial ownership of stock
                of
                Textron possessing more than 30% of the combined voting power of
                Textron's
                then-outstanding stock, or

            


    

     

    
      	
               

            	
              (3)

            	
              acquires
                (or has acquired during the 12-month period ending on the date of
                the most
                recent acquisition by such person) all or substantially all of the
                total
                gross fair market value of all of the assets of Textron immediately
                prior
                to such acquisition or acquisitions


            


    

     

     

    Page
      1

     

    
      	
               

            	
               

            	
              (where
                gross fair market value is determined without regard to any associated
                liabilities); or

            


    

     

    
      	
               

            	
              (b)

            	
              a
                merger or consolidation of Textron with any other corporation occurs,
                other than a merger or consolidation that would result in the voting
                securities of Textron outstanding immediately before the merger or
                consolidation continuing to represent (either by remaining outstanding
                or
                by being converted into voting securities of the surviving entity)
                50% or
                more of the combined voting power of the voting securities of Textron
                or
                such surviving entity outstanding immediately after such merger or
                consolidation, or

            


    

     

    
      	
               

            	
              (c)

            	
              during
                any 12-month period, a majority of the members of the Board is replaced
                by
                directors whose appointment or election is not endorsed by a majority
                of
                the members of the Board of Directors before the date of their appointment
                or election.

            


    

     

    Each
      of
      the events described above will be treated as a “Change in Control” only to the
      extent that it is a change in ownership, change in effective control, or change
      in the ownership of a substantial portion of Textron’s assets within the meaning
      of IRC Section 409A.

     

    For
      any
      Key Executive who was an employee of a Textron Company on December 31,
      2007, the definition set forth above in this Section 1.03 shall be used to determine whether an event
      is a
“Change in Control” to the extent that the event would alter the time or form of
      payment of the Key Executive’s benefit.  To the extent that the event
      would cause any change in the Key Executive’s rights under the Plan that does
      not affect the status of the Key Executive’s benefit under IRC Section 409A
      (including, but not limited to, accelerated vesting of the Key Executive’s
      benefit or restrictions on amendments to the Plan), the definition set forth
      in
      Appendix A shall be used to determine whether the event is a “Change in
      Control.”

     

    
      	
              1.04  

            	
              “Chief
                Executive Officer” means the Chief Executive Officer of Textron, or such
                person(s) as he may designate from time to time to exercise any of
                his
                responsibilities under this Plan.

            


    

     

    
      	
              1.05  

            	
              “Good
                Reason Termination” means, for any Key Executive who was not an employee
                of a Textron Company on December 31,
                2007:

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Key Executive’s Severance occurs during a two-year period following the
                initial existence of one or more of the following conditions arising
                without the consent of the Key
                Executive:

            


    

    


    
      	
               

            	
              (1)

            	
              A
                material diminution in the Key Executive’s base
                compensation.

            


    

    


    
      	
               

            	
              (2)

            	
              A
                material diminution in the Key Executive’s authority, duties, or
                responsibilities.

            


    

     

    Page
      2

     

    
      	
               

            	
              (3)

            	
              A
                material diminution in the authority, duties, or responsibilities
                of the
                supervisor to whom the Key Executive is required to report, including
                a
                requirement that the Key Executive report to a corporate officer
                or
                employee instead of reporting directly to the
                Board.

            


    

    


    
      	
               

            	
              (4)

            	
              A
                material diminution in the budget over which the Key Executive retains
                authority.

            


    

    


    
      	
               

            	
              (5)

            	
              A
                material change in the geographic location at which the Key Executive
                must
                perform services.

            


    

    


    
      	
               

            	
              (6)

            	
              Any
                other action or inaction that constitutes a material breach by a
                Textron
                Company of the agreement, if any, under which the Key Executive provides
                services.

            


    

    


    
      	
               

            	
              (b)

            	
              The
                amount, time, and form of payment upon the Separation From Service
                must be
                substantially identical with the amount, time, and form of payment
                payable
                as a result of an actual involuntary Separation From Service, to
                the
                extent such a right exists.

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Key Executive must provide notice of the existence of a condition
                described in subsection (a), above, within 90 days after the initial
                existence of the condition.  Upon receiving the notice, the
                Textron Company shall have a period of 30 days during which it may
                remedy
                the condition and not be required to pay any Severance Pay or Severance
                Benefit that otherwise would be due upon a Good Reason
                Termination.

            


    

     

    For
      any
      Key Executive who was an employee of a Textron Company on December 31,
      2007, the definition set forth in Appendix B shall be used to determine whether
      the Key Executive’s Severance is a “Good Reason Termination.”

     

    
      	
              1.06  

            	
              “IRC”
                means the Internal Revenue Code of 1986, as amended.  References
                to any section of the Internal Revenue Code shall include any final
                regulations interpreting that
                section.

            


    

     

    
      	
              1.07  

            	
              “Key
                Executive” means an employee of a Textron Company who has been and
                continues to be designated as a Key Executive under the Plan by the
                Chief
                Executive Officer and Chief Human Resources Officer of Textron. A
                Key
                Executive may subsequently waive participation in this Plan by an
                express
                written instrument to that effect.  A Key Executive shall not
                become entitled to separation pay under any other plan or arrangement
                maintained by a Textron Company as a result of having waived his
                participation in this Plan.

            


    

     

    
      	
              1.08  

            	
              “Plan”
                means this Severance Plan for Textron Key Executives, as amended
                and
                restated from time to time.

            


    

     

    Page
      3

     

    
      	
              1.09  

            	
              “Severance”
                means a Key Executive’s termination of employment with all Textron
                Companies, other than by reason of death or Total Disability, that
                qualifies as an “involuntary separation from service” for purposes of IRC
                Section 409A, and that occurs in circumstances described in Article
                II.

            


    

     

    
      	
              1.10  

            	
              “Severance
                Benefits” means medical or dental benefits described in and payable under
                Section 3.03.

            


    

     

    
      	
              1.11  

            	
              “Severance
                Pay” means the amount described in and payable under Sections 3.01 and 3.02. 
Notwithstanding
                any provision of any
                other plan, contract, or arrangement to which a Textron Company is
                a
                party, including without limitation any employee benefit plan, Severance
                Pay shall not be taken into account in determining the amount of
                any
                benefit or compensation thereunder.

            


    

     

    
      	
              1.12  

            	
              “Textron”
                means Textron Inc., a Delaware corporation, and any successor of
Textron
                Inc.

            


    

     

    
      	
              1.13  

            	
              “Textron
                Company” means Textron or any company controlled by or under common
                control with Textron within the meaning of IRC Section 414(b) or
                (c).

            


    

     

    Article
      II - Severance

     

    
      	
              2.01  

            	
              Involuntary
                Termination.  A Key Executive shall be entitled to Severance
                Pay if he incurs a Severance because he is notified in writing by
                Textron
                that his employment is being terminated (other than for less than
                acceptable performance, as determined by Textron).  If a Key
                Executive is transferred from a Textron Company to a buyer in connection
                with a bona fide sale of substantial assets of Textron, the transfer
                shall
                not be regarded as a “Severance” for purposes of this Section 2.01 unless Textron designates it as a
                Severance
                in a written document or agreement that makes specific reference
                to this
                Plan.

            


    

     

    
      	
              2.02  

            	
              Good
                Reason Termination.  A Key Executive shall also be entitled
                to Severance Pay if he incurs a Good Reason Termination within the
                two-year period immediately following a Change in
                Control.

            


    

     

    Article
      III - Severance Pay and Severance Benefits

     

    
      	
              3.01  

            	
              Amount
                of Severance Pay.  Severance Pay shall be determined as of
                the date of the Key Executive’s Severance.  For Key Executives
                who were eligible to participate in the Plan on December 31, 2007,
                Severance Pay shall be determined as provided in Appendix
                C.  For Key Executives who became eligible to participate in the
                Plan on or after January 1, 2008, Severance Pay shall equal the sum
                of:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                Key Executive’s annual rate of base salary at the date of Severance,
                except that any reduction in base salary following a Change in Control
                shall be disregarded; and

            


    

    
      	 	 	 


      	
               

            	
              (b)

            	
              the
                larger of (1) the greatest of the Key Executive’s three most recent actual
                awards of annual incentive compensation (whether or not deferred)
                

            


    

    
    

     

    Page
      4

    
 

    
      	
               

            	
               

            	
              from
                a Textron Company, or (2) the Key Executive’s current target incentive
                compensation under the annual incentive compensation plan of a Textron
                Company.

            


    

     

    
      	
              3.02  

            	
              Payment
                of Severance Pay.  Textron shall pay Severance Pay to the
                Key Executive in a single sum within 30 days immediately following
                Severance.  If the Key Executive dies after his Severance but before
                this payment has been made, Textron shall pay Severance Pay to the
                Key
                Executive’s surviving spouse, or, if none, to the Key Executive’s issue
                per stirpes, or, if no surviving spouse or issue, to the executor
                or
                administrator of the Key Executive’s
                estate.

            


    

     

    
      	
              3.03  

            	
              Severance
                Benefits.  In addition, if the Severance occurs following a
                Change in Control or under other circumstances approved in writing
                by
                Textron’s Chief Executive Officer and Chief Human Resources Officer,
                Textron shall provide, at its sole cost, medical and dental benefits
                to
                the Key Executive and to his dependents, on terms which are not less
                favorable to them than the terms existing immediately before the
                Severance
                of that Key Executive.  Such Severance Benefits shall be continued
                for the period provided by IRC Section 4980B(f) (but not longer than
                18
                months following Severance).  If any medical or dental expense
                reimbursements otherwise available to a Key Executive under this
                Section
                3.03 would be includable in the Key
                Executive’s gross income for federal income tax purposes, the expenses
                shall be reimbursed only to the extent that they meet the following
                conditions:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                expenses are incurred and paid by the Key Executive (or incurred
                by the
                Key Executive and paid by a Textron Company directly to the service
                provider on the Key Executive’s
                behalf);

            


    

     

    
      	
               

            	
              (b)

            	
              the
                expenses would be allowable as a deduction to the Key Executive under
                IRC
                Section 213 (disregarding the requirement that the deduction under
                that
                section apply only to expenses that exceed 7.5% of adjusted gross
                income);
                and

            


    

     

    
      	
               

            	
              (c)

            	
              the
                expenses are not reimbursed from a source other than a Textron
                Company.

            


    

     

    Article
      IV - Unfunded Plan

     

    
      	
              4.01  

            	
              No
                Plan Assets.  Severance Pay and Severance Benefits to be
                provided under this Plan are unfunded obligations of
                Textron.  Nothing contained in this Plan shall require Textron
                to segregate any monies from its general funds, to create any trust,
                to
                make any special deposits, or to purchase any policies of insurance
                with
                respect to such obligations.

            


    

     

    
      	
              4.02  

            	
              Welfare
                Plan Status.  This Plan is intended to be a welfare plan
                providing benefits for a select group of management employees who
                are
                highly compensated, pursuant to Sections 3(1) and 104(a)(3) of the
                Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and
                29 C.F.R. § 2520.104-24.

            


    

     

    Page
      5

     

    
      	
              4.03  

            	
              No
                Contributions.  No Key Executive shall be required or
                permitted to make contributions to this
                Plan.

            


    

     

    Article
      V - Plan Administration

     

    
      	
              5.01  

            	
              Plan
                Administrator’s Powers.  Textron shall have all such powers
                as may be necessary to carry out the provisions of this
                Plan.  Textron may from time to time establish rules for the
                administration of this Plan and the transaction of its business.
                Subject
                to Section 5.04, any actions by Textron shall
                be final, conclusive and binding on each Key Executive and all persons
                claiming by, through or under any Key Executive.  Textron (and
                any person or persons to whom it delegates any of its authority as
                plan
                administrator) shall have discretionary authority to determine eligibility
                for Plan benefits, to construe the terms of the Plan, and to determine
                all
                questions arising in the administration of the
                Plan.

            


    

    


    
      	
              5.02  

            	
              Tax
                Withholding.  Textron may withhold from Severance Pay and
                Severance Benefits any taxes or other amounts required by law to
                be
                withheld.  Textron may deduct from the undistributed portion of
                a Key Executive’s benefit any employment tax that Textron reasonably
                determines to be due with respect to the benefit under the Federal
                Insurance Contributions Act (FICA), and an amount sufficient to pay
                the
                income tax withholding related to such FICA tax.  Alternatively,
                Textron may require the Key Executive to remit to Textron or its
                designee
                an amount sufficient to satisfy any applicable federal, state, and
                local
                income and employment tax with respect to the Key Executive’s
                benefit.  The Key Executive shall remain responsible at all
                times for paying any federal, state, or local income or employment
                tax
                with respect to any benefit under this Plan.  In no event shall
                Textron or any employee or agent of Textron be liable for any interest
                or
                penalty that a Key Executive incurs by failing to make timely payments
                of
                tax.

            


    

    


    
      	
              5.03  

            	
              Use
                of Third Parties to Assist with Plan
                Administration.  Textron may employ or engage such agents,
                accountants, actuaries, counsel, other experts and other persons
                as it
                deems necessary or desirable in connection with the interpretation
                and
                administration of this Plan.  Textron and its committees,
                officers, directors and employees shall not be liable for any action
                taken, suffered or omitted by them in good faith in reliance upon
                the
                advice or opinion of any such agent, accountant, actuary, counsel
                or other
                expert.  All action so taken, suffered or omitted shall be
                conclusive upon each of them and upon all other persons interested
                in this
                Plan.

            


    

    


    
      	
              5.04  

            	
              Claims
                Procedure. A
                Key
                Executive or the surviving spouse or beneficiary of a Key Executive
                who believes that he is being denied a benefit to which he
                is
                entitled under the Plan (referred to in this Section 5.04 as a “Claimant”) may file a written request
                with the Benefits Committee setting forth the claim.  The
                Benefits Committee shall consider and resolve the claim as set forth
                below.  

            


    

    


    
      	
              (a)  
                

            	
              Time
                for
                Response.  Upon
                receipt of a claim, the Committee shall advise the Claimant that
                a
                response will be forthcoming within 90 days.  The Committee may,
                however, extend the response period for up to an
                addi-

            


    

     

     Page
      6

     

    
      	
                
                

            	
              tional
                90 days for reasonable cause, and shall notify the Claimant of the
                reason
                for the extension and the expected response date.  The Committee
                shall respond to the claim within the specified
                period.

            




    
      	
              (b)  
                

            	
              Denial.  If
                the claim is denied in whole or part, the Committee shall provide
                the
                Claimant with a written decision, using language calculated to be
                understood by the Claimant, setting forth (1) the specific reason
                or
                reasons for such denial; (2) the specific reference to relevant provisions
                of this Plan on which such denial is based; (3) a description of
                any
                additional material or information necessary for the Claimant to
                perfect
                his claim and an explanation why such material or such information
                is
                necessary; (4) appropriate information as to the steps to be taken
                if the
                Claimant wishes to submit the claim for review; (5) the time limits
                for
                requesting a review of the claim; and (6) the Claimant’s right to bring an
                action for benefits under Section 502 of
                ERISA.

            


    

     

    
      	
               

            	
              (c)  
                

            	
              Request
                for Review. Within 60 days after the Claimant’s
                receipt of the written decision denying the claim in whole or in
                part, the
                Claimant may request in writing that the Committee review the
                determination.  The Claimant or his duly authorized
                representative may, but need not, review the relevant documents and
                submit
                issues and comment in writing for consideration by the
                Committee.  If the Claimant does not request a review of the
                initial determination within such 60-day period, the Claimant shall
                be
                barred from challenging the
                determination.

            


    

     

    
      	
               

            	
              (d)  
                

            	
              Review
                of Initial Determination.  Within 60 days after the
                Committee receives a request for review, it will review the initial
                determination.  If special circumstances require that the 60-day
                time period be extended, the Committee will so notify the Claimant
                and
                will render the decision as soon as possible, but no later than 120
                days
                after receipt of the request for
                review.

            


    

     

    
      	
               

            	
              (e)  
                

            	
              Decision
                on
                Review.
All
                decisions
                on review shall be final and binding with respect to all concerned
                parties.  The decision on review shall set forth, in a manner
                calculated to be understood by the Claimant, (1) the specific reasons
                for
                the decision, shall including references to the relevant Plan provisions
                upon which the decision is based; (2) the Claimant’s right to receive,
                upon request and free of charge, reasonable access to and copies
                of all
                documents, records, and other information, relevant to his benefits;
                and
                (3) the Claimant’s right to bring a civil action under Section 502 of
                ERISA.

            


    

    


    
      	
              5.05  

            	
              Enforcement
                Following a Change in Control.  If, after a Change in
                Control, any claim is made or any litigation is brought by a Key
                Executive
                or any person claiming through a Key Executive to enforce or interpret
                any
                provision contained in this Plan, Textron and the “person” or “group”
                described in Section 1.03 shall be liable,
                jointly and severally, to reimburse the Key Executive’s or other
                claimant’s reasonable attorney’s fees and costs incurred during the Key
                Executive’s or other claim-

            


    

     

    Page
      7

     

    
      	
               

            	
              
                ant’s
                  lifetime in pursuing any such claim or litigation, and to pay prejudgment
                  interest at the Prime Rate as quoted in the Money Rates section
                  of The
                  Wall Street Journal on any money award or judgment obtained by the
                  Key Executive or other claimant, payable at the same time as the
                  underlying award or judgment.  Any reimbursement pursuant to the
                  preceding sentence shall be paid to the Key Executive or other
                  claimant no
                  earlier than six months after the Severance date and no later than
                  the end
                  of the calendar year following the year in which the expense was
                  incurred.  The reimbursement shall not be subject to liquidation
                  or exchange for another benefit, and the amount of reimbursable
                  expense
                  incurred in one year shall not affect the amount of reimbursement
                  available in another year.

              

            


    

    
    

    


    
      	
               

            	
              Article
                VI - Amendment and
                Termination

            


    

     

    
      	
              6.01  

            	
              Amendment
                or Termination.  Subject to Section 6.02, below, the Board or its designee
                shall
                have the right to amend, modify, suspend, or terminate this Plan
                at any
                time by written resolution or other formal action reflected in
                writing.

            


    

    


    
      	
              6.02  

            	
              Restrictions
                on Amendment or Termination.  No amendment, modification,
                suspension, or termination shall adversely affect a Key Executive’s right
                to receive Severance Pay, Severance Benefits, or legal defense costs
                and
                prejudgment interest described in Section 5.05 that are payable as the result of
                the
                Severance of the Key Executive before the earlier of the adoption
                date or
                effective date of the amendment, modification, suspension, or
                termination.  No amendment, modification suspension, or
                termination shall be effective during the two-year period immediately
                following a Change in Control, unless the Key Executive who is potentially
                affected by the amendment, modification, suspension, or termination
                consents in writing.

            


    

     

    Article
      VII - Miscellaneous

     

    
      	
              7.01  

            	
              Use
                of Masculine or Feminine Pronouns.  Unless a contrary or
                different meaning is expressly provided, each use in this Plan of
                the
                masculine or feminine gender shall include the other and each use
                of the
                singular number shall include the
                plural.

            


    

     

    
      	
              7.02  

            	
              Transferability
                of Plan Benefits.  No Severance Pay or Severance Benefit
                shall be subject in any manner to alienation, sale, transfer, assignment,
                pledge or encumbrance of any kind.  Any attempt to alienate,
                sell, transfer, assign, pledge or otherwise encumber any Severance
                Pay or
                Severance Benefit, whether presently or subsequently payable, shall
                be
                void unless so approved.  Except as required by law, no benefit
                payable under this Plan shall in any manner be subject to garnishment,
                attachment, execution, or other legal process, or be liable for or
                subject
                to the debts or liability of any Key
                Executive.

            


    

     

    Page
      8

     

    
      	
              7.03  

            	
              Section
                409A Compliance.  Severance Pay and Severance Benefits are
                intended to be exempt from IRC Section 409A, and legal defense costs
                and
                prejudgment interest described in Section 5.05 are intended to comply with IRC Section
                409A.  The Plan should be interpreted accordingly.  To
                the extent that a provision of this Plan does not comply with IRC
                Section
                409A, such provision shall be void and without effect.  Textron
                does not warrant that the Plan will comply with IRC Section 409A
                with
                respect to any Participant or with respect to any payment,
                however.  In no event shall any Textron Company; any director,
                officer, or employee of a Textron Company; or any member of the Benefits
                Committee be liable for any additional tax, interest, or penalty
                incurred
                by a Key Executive as a result of the Plan’s failure to satisfy the
                requirements of IRC Section 409A, or as a result of the Plan’s failure to
                satisfy any other requirements of applicable tax
                laws.

            


    

    


    
      	
              7.04  

            	
              Controlling
                State Law.  This Plan shall be construed in accordance with
                the laws of the State of Delaware.

            


    

    


    
      	
              7.05  

            	
              No
                Right to Employment.  Nothing contained in this Plan shall
                be construed as a contract of employment between any Key Executive
                and any
                Textron Company, or to suggest or create a right in any Key Executive
                of
                continued employment at any Textron
                Company.

            


    

    


    
      	
              
                7.06 
 

            	
              Additional
                Conditions Imposed.  Textron, the Chief Executive Officer
                and the Chief Human Resources Officer, and the Benefits Committee
                may
                impose such other lawful terms and conditions on participation in
                this
                Plan as deemed desirable.  The Chief Executive Officer, the
                Chief Human Resources Officer, and members of the Benefits Committee
                may
                participate in this Plan.

            


    

    
 

     

     

    


    Page
      9



    Severance
      Plan

    for
      Textron Key Executives

     

    As
      Amended and Restated

    Effective
      January 1, 2008

    


    


    APPENDIX
      A

    


    Grandfathered
      Change in Control Definition

    


     

    For
      any
      Key Executive who was an employee of a Textron Company on December 31,
      2007, the following definition shall be used under Section 1.03 to determine whether an event is a “Change in
      Control” for purposes of the Plan:

     

    A
“Change
      in Control” shall occur if (i) any “person” or “group” (within the meaning of
      Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
      (the “Act”)) other than Textron, any trustee or other fiduciary holding Textron
      common stock under an employee benefit plan of Textron or a related company,
      or
      any corporation which is owned, directly or indirectly, by the stockholders
      of
      Textron in substantially the same proportions as their ownership of Textron
      common stock, is or becomes (other than by acquisition from Textron or a related
      company) the “beneficial owner” (as defined in Rule 13d-3 under the Act) of more
      than 30% of the then outstanding voting stock of Textron, or (ii) during
      any period of two consecutive years, individuals who at the beginning of such
      period constitute the Board (and any new director whose election by the Board
      or
      whose nomination for election by Textron’s stockholders was approved by a vote
      of at least two thirds of the directors then still in office who either were
      directors at the beginning of such period or whose election or nomination for
      election was previously so approved) cease for any reason to constitute a
      majority thereof, or (iii) stockholders of Textron approve a merger or
      consolidation of Textron with any other corporation, other than a merger or
      consolidation which would result in the voting securities of Textron outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) more than 50% of the combined voting power of the voting securities
      of
      Textron or such surviving entity outstanding immediately after such merger
      or
      consolidation, or (iv) the stockholders of Textron approve a plan of complete
      liquidation of Textron or an agreement for the sale or disposition by Textron
      of
      all or substantially all of Textron’s assets.

    


    Appendix
      A

    Page
      1



    Severance
      Plan

    for
      Textron Key Executives

     

    As
      Amended and Restated

    Effective
      January 1, 2008

    


    


    APPENDIX
      B

    


    Grandfathered
      Good Reason Termination Definition

    


    


    For
      any
      Key Executive who was an employee of a Textron Company on December 31,
      2007, the following definition shall be used under Section 1.05 to determine whether an event is a “Good Reason
      Termination” for purposes of the Plan:

     

    A
      Key
      Executive’s Severance within the two-year period immediately following a Change
      in Control shall be a “Good Reason Termination” he leaves Textron employment
      under the conditions described in subsection (a) or (b), below.  A
      termination pursuant to this Appendix B shall be treated as a Good Reason
      Termination for purposes of the Plan only if the conditions that cause the
      Key
      Executive to leave employment result in a material negative change in the
      employment relationship, so that his termination effectively constitutes an
      involuntary separation from service within the meaning of IRC Section
      409A.  The Key Executive must give Textron written notice of a
      condition described in subsection (a) or (b), below, within 90 days after the
      condition arises, and must give Textron at least 30 days to remedy the condition
      before the Key Executive leaves Textron employment.

     

    
      	
               

            	
              (a)

            	
              The
                Key Executive’s position, authority or responsibilities, the type of work
                which the Key Executive is asked to perform, the Key Executive’s base
                salary or opportunity to earn incentive compensation, the Key Executive’s
                working conditions and perquisites, or the status and stature of
                the
                people with whom the Key Executive is asked to work, are not comparable
                to
                that existing with respect to the Key Executive on the day before
                the date
                of the Change in Control (except to the extent, if any, to which
                the Key
                Executive expressly agrees in writing);
                or

            


    

     

    
      	
               

            	
              (b)

            	
              the
                Key Executive’s services may not be performed at the location where the
                Key Executive was employed on the day before the date of the Change
                in
                Control or at such other location as may be mutually agreed by Textron
                and
                the Key Executive.

            


    

     

     

    Appendix
      B

    Page
      1



    Severance
      Plan

    for
      Textron Key Executives

     

    As
      Amended and Restated

    Effective
      January 1, 2008

    


    


    APPENDIX
      C

    


    Grandfathered
      Severance Pay Formula

    


    


    
      	
              C.01  

            	
              For
                Key Executives who were eligible to participate in the Plan on December
                31, 2007, and who were either Textron corporate officers or segment
                heads
                on that date, Severance Pay for purposes of Section 3.01 shall equal 150% of the sum
                of:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                Key Executive’s annual rate of base salary at the date of Severance,
                except that any reduction in base salary following a Change in Control
                shall be disregarded; and

            


    

     

    
      	
               

            	
              (b)

            	
              the
                larger of (1) the greatest of the Key Executive’s three most recent actual
                awards of annual incentive compensation (whether or not deferred)
                from a Textron Company, or (2) the Key Executive’s current target
                incentive compensation under the annual incentive compensation plan
                of a
                Textron Company.

            


    

     

    
      	
              C.02  

            	
              For
                Key Executives who were eligible to participate in the Plan on December
                31, 2007, but who were neither Textron corporate officers nor segment
                heads on that date, Severance Pay for purposes of Section 3.01 shall equal the sum
                of:

            


    

     

    
      	
               

            	
               (a)

            	
              the
                Key Executive’s annual rate of base salary at the date of Severance,
                except that any reduction in base salary following a Change in Control
                shall be disregarded; and

            


    

     

    
      	
               

            	
              (b)

            	
              the
                larger of (1) the greatest of the Key Executive’s three most recent actual
                awards of annual incentive compensation (whether or not deferred)
                from a Textron Company, or (2) the Key Executive’s current target
                incentive compensation under the annual incentive compensation plan
                of a
                Textron Company.

            


    

     

    
 

    Appencix
      C

    Page
      1