exhibit10-6.htm


    Exhibit
      10.6

    


    


    


    


    


    TEXTRON

    


    


    


    
      	
               

              TEXTRON
                SPILLOVER PENSION PLAN

              ____________________

               

              As
                Amended and Restated

              Effective
                January 1, 2008

               

               

            


    

    


    




    Textron
      Spillover Pension Plan

    Amended
      and Restated January 1, 2008

    


    Table
      of Contents

    


    


    Introduction                  

     

    Article
      I – Definitions  

    1.01           Beneficiary

    1.02           Benefits
      Committee 

    1.03           Board 

    1.04           Change
      in Control 

    1.05           Compensation 

    1.06           Compensation
      Base 

    1.07           ERISA 

    1.08           Executive
      Plan 

    1.09           Grandfathered
      Formula 

    1.10           Grandfathered
      Participant

    1.11           IRC 

    1.12           Key
      Executive Plan 

    1.13           Participant 

    1.14           Pension
      Plan 

    1.15           Plan 

    1.16           Plan
      Administrator 

    1.17           Retirement
      Age 

    1.18           Separation
      From Service 

    1.20           Statutory
      Limit 

    1.21           Textron 

    1.22           Textron
      Company 

    1.23           Textron
      Retirement Program 

    1.24           Total
      Disability 

    


    Article
      II – Participation 

    2.01           Eligibility
      and
      Participation 

    2.02           Period
      of Participation 

    


    Article
      III – Spillover Pension Benefit
      Amounts 

    3.01           Retirement
      Benefits 

    3.02           Grandfathered
      Participants 

    3.03           Calculation
      of Benefits 

    3.04           Other
      Forms of Benefit 

    3.05           Benefit
      Upon Transfer of
      Liability 

     

    Page
      i

    


    Article
      IV – Vesting 

    4.01           Vesting
      Schedule 

    4.02           Change
      in Control 

    


    Article
      V – Distribution of
      Benefits 

    5.01           Automatic
      Distributions 

    5.02           Spousal
      Consent 

    5.03           Time
      and Form of
      Distribution 

    5.04           Lump-sum
      Distribution 

    5.05           Six-Month
      Delay for Specified
      Employees 

    5.06           Automatic
      Cash-Out 

    5.07           Disability
      Benefits 

    5.08           Payment
      of Death Benefits 

    5.09           Administrative
      Delay in
      Payment 

    5.10           Distribution
      Upon Change in
      Control 

    5.11           Change
      in Payment Election 

    


    Article
      VI – Unfunded Plan 

    6.01           No
      Plan Assets 

    6.02           Top-Hat
      Plan Status 

    


    Article
      VII – Plan
      Administration 

    7.01           Plan
      Administrator’s Powers 

    7.02           Tax
      Withholding 

    7.03           Use
      of Third Parties to Assist with Plan
      Administration

    7.04           Proof
      of Right to Receive
      Benefits 

    7.05           Claims
      Procedure 

    7.06           Enforcement
      Following a Change in
      Control 

    


    Article
      VIII – Amendment and
      Termination 

    8.01           Amendment 

    8.02           Termination 

    8.03           Distributions
      Upon Plan
      Termination 

    


    Article
      IX – Miscellaneous 

    9.01           Use
      of Masculine or Feminine
      Pronouns 

    9.02           Transferability
      of Plan
      Benefits 

    9.03           Section
      409A Compliance 

    9.04           Controlling
      State Law 

    9.05           No
      Right to Employment 

    9.06           Additional
      Conditions
      Imposed 

    


     

    Page
      ii


     

    Textron
      Spillover Pension Plan

     

    As
      Amended and Restated

    Effective
      January 1, 2008

     

    Introduction

     

    The
      Textron Spillover Pension Plan (the “Plan”) is an unfunded, nonqualified
      deferred compensation arrangement.  The Plan is a continuation
      of the defined benefit portions of the Supplemental Benefits Plan for
      Textron Key Executives (the “Key Executive Plan”) and the Textron Supplemental
      Benefits Plan for Executives (the “Executive Plan”).  The defined
      benefit portions of these plans were combined to form the Plan effective January
      1, 2007.  The defined contribution portions of the Key Executive
      Plan and the Executive Plan were continued as separate plans on and after
      January 1, 2007, and were combined to form the Textron Spillover Savings Plan
      effective January 1, 2008.  The Textron Spillover Pension Plan was
      amended and restated, effective January 1, 2008, to reflect the final
      regulations interpreting Section 409A of the
      Internal Revenue Code of 1986, as amended (the “IRC”) and
      to incorporate certain other changes.

     

    The
      Plan
      provides supplemental pension benefits for designated executives of Textron
      and its affiliates who participate in the Textron Retirement
      Program.  The Plan provides benefits that would have been payable
      under one of the tax-qualified defined benefit plans in the Textron Retirement
      Program if not for the limits imposed by the Internal Revenue
      Code.  For certain executives who participated in the Key Executive
      Plan or the Executive Plan on December 31, 2006, the Plan also provides benefits
      based on an expanded definition of compensation, and benefits corresponding
      to
      the grandfathered benefits under the Textron Retirement Program.

     

    Appendix
      A and Appendix B of the Plan set forth the defined benefit provisions of the
      Key
      Executive Plan and the Executive Plan as in effect on October 3, 2004, when
      IRC
      Section 409A was enacted as part of the American Jobs Creation Act of
      2004.  Supplemental pension benefits that were earned and vested
      (within the meaning of Section 409A) before January 1, 2005, and any subsequent
      increase that is permitted to be included in such amounts under Section
      409A, are calculated and paid solely as provided in Appendix A or Appendix
      B, whichever is applicable, and are not subject to any other provisions of
      the
      Textron Spillover Pension Plan.

     

    Supplemental
      pension benefits that were earned or vested after 2004 and before 2007 are
      subject to the provisions of IRC Section 409A.  These benefits are
      calculated under Appendix A or Appendix B, whichever is applicable, but are
      paid
      exclusively as provided in the Textron Spillover Pension Plan (not including
      any
      appendix to the Plan).  Although the provisions of the Textron
      Spillover Pension Plan generally are effective as of January 1, 2007, the
      provisions that govern the distribution of benefits earned or vested after
      2004
      under the Key Executive Plan or the Executive Plan are effective as of January
      1, 2005.

     

    Page
      1

     

    Article
      I – Definitions

    


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

    


    
      	
              1.01  

            	
              “Beneficiary”
                means the person designated under the Plan (including any person
                who is
                automatically designated by the terms of the Plan) to receive any
                death
                benefit or pre-pension survivor annuity, or survivor annuity payable
                with
                respect to a Participant.  A Participant’s trust or estate may
                also be the Participant’s Beneficiary for a death benefit other than a
                life annuity.

            


    

    


    
      	
              1.02  

            	
              “Benefits
                Committee” means the Employee Benefits Committee of
                Textron.

            


    

    


    
      	
              1.03  

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

    


    
      	
              1.04  

            	
              “Change
                in Control” means, for any Participant 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 (where gross fair market value
                is
                determined without regard to any associated liabilities);
                or

            


    

     

     

    Page
      2

    
 

    
      	
               

            	
              (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
      Participant who was an employee of a Textron Company on December 31, 2007,
      the
      definition set forth above in this Section 1.04
      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
      Participant’s benefit.  To the extent that the event would cause any
      change in the Participant’s rights under the Plan that does not affect the
      status of the Participant’s benefit under IRC Section 409A (including, but not
      limited to, accelerated vesting of the Participant’s benefit or restrictions on
      amendments to the Plan), the definition set forth in Section 6.03 of Appendix
      A
      shall be used to determine whether the event is a “Change in
      Control.”

    


    
      	
              1.05  

            	
              “Compensation”
                means a Participant’s annual compensation determined as
                follows:

            


    

    


    
      	
               

            	
              (a)

            	
              For
                years after 2006, Compensation means eligible annual compensation
                as
                defined under the corresponding benefit formula in the Participant’s
                Pension Plan, without regard to the Statutory Limits, subject to
                the
                modifications described in this Section 1.05(a).  For any executive who was
                first awarded performance share units before October 27, 1999,
                Compensation shall include payments made under performance share
                units
                (regardless of when the units are awarded); but Compensation shall
                not
                include amounts attributable to performance share units for any executive
                who was first awarded performance share units after October 26,
                1999.  Compensation shall include a Participant’s elective
                deferrals under the Deferred Income Plan for Textron Key Executives,
                the
                Textron Deferred 

            


    

     

    Page
      3

     

    
      	
               

            	
               

            	
              Income
                Plan for Executives, and the Deferred Income Plan for Textron Executives
                (and, if applicable, shall also include the automatic deferral of
                a
                Participant’s performance shares, performance share units, or annual
                incentive bonus exceeding 100% of the target bonus), but only to
                the
                extent that these amounts would have been included in Compensation
                if they
                had not been deferred.

            


    

    
 

    
      	
               

            	
              (b)

            	
              For
                any individual who participated in the Key Executive Plan before
                2007,
                Compensation for each year before 2007 shall be determined under
                Section
                1.03 of Appendix A.

            


    

    


    
      	
               

            	
              (c)

            	
              For
                any individual who participated in the Executive Plan (but not in
                the Key
                Executive Plan) before 2007, Compensation for each year before 2007
                shall
                be determined under Section 1.03 of Appendix
                B.

            


    

    


    
      	
               

            	
              (d)

            	
              If
                a year before 2007 is included in the Participant’s Compensation Base
                under the Plan, and the Participant did not participate in the Key
                Executive Plan or the Executive Plan before 2007, Compensation for
                that
                year shall be determined as provided in Section 1.05(a),
                above.

            


    

     

    
      	
              1.06  

            	
              “Compensation
                Base” means a Participant’s final average compensation, determined as
                provided in the Pension Plan, but substituting Compensation as defined
                in
                Section 1.05 of the Plan for the
                Participant’s annual compensation under the Pension
                Plan.

            


    

    


    
      	
              1.07  

            	
              “ERISA”
                means the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

    


    
      	
              1.08  

            	
              “Executive
                Plan” means the Textron Supplemental Benefits Plan for Executives, as in
                effect before January 1, 2007.  The defined benefit provisions
                of the Executive Plan are included in this Plan as Appendix
                B.

            


    

    


    
      	
              1.09  

            	
              “Grandfathered
                Formula” means the benefit formula, early retirement eligibility
                provisions, and early retirement factors in effect under a Participant’s
                Pension Plan on December 31, 2006, as used to determine benefits
                earned
                after 2006.

            


    

    


    
      	
              1.10  

            	
              “Grandfathered
                Participant” means any employee who participated in either the Key
                Executive Plan or the Executive Plan as of December 31, 2006; who
                continued to participate in the Plan after 2006; and who did not
                satisfy
                the requirements (described in Section 3.02)
                to receive a grandfathered benefit under the Textron Retirement
                Program.

            


    

     

    Page
      4

    
 

    
      	
              1.11  

            	
              “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.

            


    

    


    
      	
              1.12  

            	
              “Key
                Executive Plan” means the Supplemental Benefits Plan for Textron Key
                Executives, as in effect before January 1, 2007.  The defined
                benefit provisions of the Key Executive Plan are included in this
                Plan as
                Appendix A.

            


    

    


    
      	
              1.13  

            	
              “Participant”
                means an employee of Textron who is eligible to participate in the
                Plan
                pursuant to Section 2.01 and whose
                participation has not been terminated as provided in Section 2.02.

            


    

    


    
      	
              1.14  

            	
              “Pension
                Plan” means a tax-qualified defined benefit plan that is part of the
                Textron Retirement Program, including (but not limited to) the Bell
                Helicopter Textron Retirement Plan (part of the Bell Helicopter Textron
                Master Retirement Plan), the Textron Pension Plan for Cessna Employees
                (Addendum F to the Textron Master Retirement Plan), and the Textron
                Pension Plan (Addendum A to the Textron Master Retirement
                Plan).

            


    

    


    
      	
              1.15  

            	
              “Plan”
                means this Textron Spillover Pension Plan, as amended and restated
                from
                time to time.

            


    

    


    
      	
              1.16  

            	
              “Plan
                Administrator” means Textron or its designees, as described in Section 7.01.

            


    

    


    
      	
              1.17  

            	
              “Retirement
                Age” means the age specified by the Participant for the commencement of
                benefits under this Plan, which may be age 55, 62, or
                65.

            


    

    


    
      	
              1.18  

            	
              “Separation
                From Service” means a Participant’s termination of employment with all
                Textron Companies, other than by reason of death or Total Disability,
                that
                qualifies as a “separation from service” for purposes of IRC Section
                409A.

            


    

    


    
      	
              1.19  

            	
              “Statutory
                Limit” means any limit on benefits under tax-qualified defined benefit
                plans imposed by IRC Section 401(a)(17) or Section
                415.

            


    

    


    
      	
              1.20  

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

            


    

    


    
      	
              1.21  

            	
              “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).

            


    

     

    Page
      5

     

    
      	
              1.22  

            	
              “Textron
                Retirement Program” means a floor-offset retirement arrangement consisting
                of a floor benefit provided under a Pension Plan and an offset benefit
                provided under the Textron Inc. Retirement Account
                Plan.

            


    

    


    
      	
              1.23  

            	
              “Total
                Disability” means physical or mental incapacity of a Participant who is
                employed by a Textron Company on the disability date, if the incapacity
                (a) enables the Participant to receive disability benefits under the
                Federal Social Security Act, and (b) also qualifies as a “disability” for
                purposes of IRC Section
                409A(a)(2)(C).

            


    

    


    Article
      II – Participation

    


    
      	
              2.01  

            	
              Eligibility
                and Participation.  An employee who is a participant in a
                Pension Plan shall become a Participant in the Plan upon either:
                (a) (1)
                being designated by Textron’s Chief Executive Officer and Chief Human
                Resources Officer as an eligible executive and (2) having compensation,
                as
                defined in the Pension Plan, that exceeds the limit of IRC Section
                401(a)(17), or (b) participating in the Deferred Income Plan for
                Textron Executives.  

            


    

    


    
      	
              2.02  

            	
              Period
                of Participation.  Once an employee becomes a Participant
                under Section 2.01 above, the employee shall remain a Participant
                (even if
                his or her compensation, as defined in the Pension Plan, subsequently
                falls below the IRC Section 401(a)(17) limit) until the employee’s benefit
                under the Plan is fully distributed, or until the employee’s participation
                in the Plan is terminated by the Board (or by the Chief Executive
                Officer
                and the Chief Human Resources Officer) effective as of the following
                January 1.

            


    

    


    Article
      III – Spillover Pension Benefit Amounts

    


    
      	
              3.01  

            	
              Retirement
                Benefits.  The benefit payable under the Plan to a
                Participant who is not a Grandfathered Participant shall be (a) the
                benefit that would have been payable under the Pension Plan if the
                Statutory Limits were ignored and Compensation Base were determined
                as
                provided under Section 1.06, minus
                (b) the benefit that actually would be payable under the Pension Plan
                at the same time and in the same
                form.

            


    

    


    
      	
              3.02  

            	
              Grandfathered
                Participants.  Under the Textron Retirement Program, a new
                Pension Plan formula became effective on January 1, 2007.  Any
                Participant who, as of January 1, 2007, was vested, and whose age
                and
                years of service combined were at least 55, was grandfathered in
                his or
                her prior Pension Plan formula, early retirement eligibility provisions,
                and early retirement factors.  For service after 2006, a
                Participant who was grandfathered under the Textron Retirement Program
                will receive the greater of the benefit determined under the new
                Pension
                Plan formula and the benefit determined as if the Grandfathered Formula
                had remained

            


    

    
    

     

    Page
      6

    


    
      	
                

            	
              in
                effect after 2006.  Textron wishes to provide a comparable
                benefit under this Plan for certain Participants who participated
                in the
                Key Executive Plan or the Executive Plan on December 31, 2006, but
                who did
                not satisfy the requirements to be grandfathered under the Textron
                Retirement Program.  Accordingly, the benefit payable under the
                Plan to any Participant who is a Grandfathered Participant as defined
                in
                Section 1.10 shall be (a) the greater of (i)
                the benefit determined under the Pension Plan formula applicable
                to the
                Participant and (ii) the benefit that would have accrued under the
                Pension Plan if the Grandfathered Formula had remained in effect
                after
                2006, determined in each case without regard to the Statutory Limits
                and
                using Compensation Base as defined in Section 1.06, minus (b) the benefit that actually
                would
                be payable under the Pension Plan (without using the Grandfathered
                Formula) at the same time and in the same
                form.  

            


    

    
    

    


    
      	
              3.03  

            	
              Calculation
                of Benefits.  In determining benefits for any purpose under
                the Plan or under the Pension Plan, the following rules shall
                apply:

            


    

    


    
      	
               

            	
              (a)

            	
              All
                benefits shall be determined without taking into account any offset
                for
                the value of the Participant’s account under the Textron Inc. Retirement
                Account Plan.

            


    

    


    
      	
               

            	
              (b)

            	
              If
                a benefit under the Plan commences before or after the Participant’s
                normal retirement age under the Pension Plan, the benefit under the
                Plan
                and under the Pension Plan shall be actuarially adjusted for early
                or late
                commencement as provided in the Pension
                Plan.

            


    

    


    
      	
               

            	
              (c)

            	
              When
                a benefit under the Plan is reduced by the corresponding benefit
                under the
                Pension Plan, the reduction shall be determined as if the Pension
                Plan
                benefit were commencing at the same time and were payable in the
                same form
                as the benefit under the Plan, regardless of whether the Participant
                has
                elected a different time or form of payment for the Pension Plan
                benefit.

            


    

    


    
      	
               

            	
              (d)

            	
              If
                it is necessary to determine the present value of a Participant’s benefit
                under the Plan for any reason, the present value shall be based on
                the
                Plan benefit commencing at the Participant’s age 65 (or the Participant’s
                death, in the case of a death benefit), and shall be determined using
                the
                1994 Group Annuity Reserving Table (unisex) based on a blend of 50%
                of the
                male mortality rates and 50% of the female mortality rates (if mortality
                is applicable in the calculation) and an interest rate of
                7%.

            


    

    


    
      	
               

            	
              (e)

            	
              A
                Participant’s benefit determined under Section 3.01 or Section 3.02 shall
                be increased as provided in Section
                5.04(c) if the Participant’s lump-sum ratio
                determined under that section exceeds 100%.  If the
                

            


    

     

    Page
      7

     

    
      	
               

            	
               

            	
              participant's
                benefit is paid in a form other than a lump sum, the actuarial assumptions
                specified in subparagraph (d), above, shall be used to convert the
                enhanced value of the Participant’s benefit to an annuity at age 65; the
                assumptions specified subparagraph (b) and (c), above, and in Section
3.04, below, shall be used to convert the
                additional age-65 annuity to the actual form of payment.  If the
                Participant dies before the Participant’s Separation From Service, the
                lump-sum ratio shall be determined at the time of the Participant’s death;
                if the lump-sum ratio is greater than 100%, the enhanced value of
                the
                Participant’s benefit shall be used to calculate any pre-pension survivor
                annuity or death benefit payable to the Participant’s
                Beneficiary

            


    

    
 

    
      	
               

            	
              (f)

            	
              Benefits
                earned before 2007 under the defined benefit portions of the Key
                Executive
                Plan or the Executive Plan shall be calculated solely as provided
                in
                Appendix A or Appendix B, whichever is
                applicable.

            


    

    


    
      	
              3.04  

            	
              Other
                Forms of Benefit.  Termination benefits, pre-retirement or
                post-retirement death benefits (include any death benefit and any
                surviving spouse benefit provided by a Textron Company at its sole
                cost
                through a Pension Plan), pre-pension survivor annuity benefits,
                post-pension survivor annuity benefits, disability benefits, and
                other
                optional forms of payment or ancillary benefits shall be based on
                the
                Participant’s benefit under the Plan, determined as provided in Section 3.01 or 3.02 and
                Section 3.03, and shall include any actuarial
                reduction, charge, survivor percentage, or other adjustment applicable
                to
                the corresponding form of payment under the Pension
                Plan.

            


    

    


    
      	
              3.05  

            	
              Benefit
                Upon Transfer of Liability.  In the event Textron transfers
                liability for a Participant’s benefit under a Pension Plan to another
                qualified plan, the Plan benefits under this Article III shall be
                determined as of the date of such transfer, unless otherwise determined
                by
                Textron in its sole discretion.

            


    

    


    Article
      IV – Vesting

    


    
      	
              4.01  

            	
              Vesting
                Schedule.  Participants shall vest in the Plan in the same
                manner as is provided for under the Pension
                Plan.

            


    

    


    
      	
              4.02  

            	
              Change
                in Control.  In the event of a Change in Control, all
                benefits accrued as of the date of the Change in Control shall become
                fully vested.  

            


    

    


    Article
      V – Distribution of Benefits

    


    
      	
              5.01  

            	
              Automatic
                Distributions.  Unless a Participant elected a different
                time and form of payment before 2008 under Section 5.11(d), below, the Participant’s benefit shall
                commence as of the later of age 55 or the first day of the seventh
                month
                

            


    

     

    Page
      8

     

     

    
      	
               

            	
              following
                Separation From Service, and shall be paid in the form of a single
                life
                annuity if the Participant is single when the distribution commences,
                or
                in the form of a joint and 50% surviving spouse annuity if the Participant
                is married when the distribution commences.  A Participant may
                change the automatic time or form of distribution to another time
                or form
                of distribution that is available under this Article V, subject to
                the
                spousal consent requirement in Section 5.02,
                below, and the rules governing changes in distribution elections
                in
                Section 5.11, below.  A Participant
                shall be deemed to have elected the automatic time and form of
                distribution unless the Participant changes his payment election
                as
                provided in Article V.

            


    

     

    
      	
              5.02  

            	
              Spousal
                Consent.  If a Participant is married when he or she makes a
                distribution election (including a change in a prior distribution
                election), the Participant must have the written consent of his or
                her
                spouse in order to elect any form of payment other than a joint and
                50%
                surviving spouse annuity.  If a Participant elects to receive a
                distribution in the form of an annuity, and the Participant marries
                or
                re-marries after the date of the distribution election, the Participant
                shall automatically receive an actuarially equivalent joint and 50%
                surviving spouse annuity unless his or her current spouse consents
                in
                writing to a different form of distribution.  Except as provided
                in the two preceding sentences, if a Participant has designated a
                person
                other than his or her spouse as a Beneficiary, the Participant may
                change
                the Beneficiary designation without the consent of his or her
                spouse.  A change in the Beneficiary designation alone (without
                a corresponding change in the time or form of distribution) shall
                not be
                subject to the requirements of Section 5.11.

            


    

    


    
      	
              5.03  

            	
              Time
                and Form of Distribution.  Subject to Section 5.01, a Participant may elect a time
                and form of
                distribution specified below for the portion of the Participant’s benefit
                under the Plan that is earned or vested after 2004 (including any
                portion
                of the Participant’s benefit that was earned or vested after 2004 under
                Appendix A or Appendix B).  Any portion of the Participant’s
                benefit that was earned and vested before 2005 shall be calculated
                and
                paid solely as provided in Appendix A or Appendix B, whichever is
                applicable, and shall not be subject to this Article
                V.

            


    

    


    
      	
               

            	
              (a)

            	
              A
                lump-sum distribution of the portion of the benefit determined under
                Section 5.04, payable on the first day of the
                seventh month following the Participant’s Separation From Service, with
                the remainder of the benefit (if any) payable as an annuity under
                subsection (c), below.

            


    

    


    
      	
               

            	
              (b)

            	
              A
                lump-sum distribution of the portion of the benefit determined under
                Section 5.04, payable on the later of (1) the
                first day of the seventh month following the Participant’s Separation From
                Service
                or (2) attainment of Retirement Age, with the remainder of the
                benefit (if any) payable as an annuity under subsection (c),
                below.

            


    

     

    Page
      9

     

    
      	
               

            	
              (c)

            	
              A
                joint and 50% survivor annuity, a joint and 75% survivor annuity,
                a joint
                and 100% survivor annuity, a single life annuity, or any other
                actuarially-equivalent single life annuity or joint and survivor
                annuity
                that the Participant is eligible to elect under the Participant’s Pension
                Plan, commencing on the later of (1) the first day of the seventh
                month
                following the Participant’s Separation From Service or (2) attainment of
                Retirement Age.

            


    

    


    A
      Participant’s benefit under the Plan will be paid pursuant to the most recent
      valid election in effect at the time of his Separation From Service (including
      an election the Participant is deemed to have made under the terms of the Plan),
      except as provided in Section 5.06 (automatic
      cash-out of small benefits), Section 5.07 (payments
      following Total Disability), Section 5.08 (payments
      following death), Section 5.09 (administrative
      adjustments), Section 5.10 (payments following a
      Change in Control), and Section 5.11(c)
      (distributions before 2008).

    


    
      	
              5.04  

            	
              Lump-sum
                Distribution.  A Participant may elect to receive a lump-sum
                distribution with respect to a portion of his benefit determined
                as
                follows:

            


    

    


    
      	
               

            	
              (a)

            	
              If
                the Participant is not a Grandfathered Participant, the Plan Administrator
                shall determine the ratio, as of the Participant’s Separation From
                Service, of (i) the value of the Participant’s account under the
                Retirement Account Plan to (ii) the present value of
                the benefit the Participant earned under the Pension Plan after 2006
                (without taking into account any offset for the value of the Participant’s
                account under the Retirement Account
                Plan).

            


    

    


    
      	
               

            	
              (b)

            	
              If
                the Participant is a Grandfathered Participant, the Plan Administrator
                shall determine the ratio in subsection (a), above, as if the Participant
                had satisfied the requirements to be grandfathered under the Textron
                Retirement Program, and had earned a benefit under the Pension Plan
                after
                2006 equal to the greater of the Participant’s actual post-2006 Pension
                Plan benefit and the benefit determined as if the Grandfathered Formula
                had remained in effect after 2006.   This paragraph shall
                apply solely for purposes of determining a Grandfathered Participant’s
                lump-sum ratio, and not for purposes of determining the amount of
                the
                Grandfathered Participant’s benefit under the Plan (except to the extent
                that the lump-sum ratio results in an enhancement of the Participant’s
                benefit under subsection (c)).

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Plan Administrator shall apply the lump-sum ratio determined under
                subsection (a) or (b), whichever is applicable, to the present value
                (determined as of the date of the distribution) of the portion of
                the
                

            


    

     

    Page
      10

     

     

    
      	
               

            	
               

            	
              Participant’s
                benefit under the Plan that accrued after 2006.  The percentage
                of the present value determined by the lump-sum ratio shall be payable
                in
                a lump sum, and (except as provided in the following sentence) the
                remaining portion of Participant’s benefit payable under this Article V
                shall be paid as an annuity.  If the ratio determined under
                subsection (a) or (b) is greater than 100%, the present value of
                the
                Participant’s benefit under the Plan that accrued after 2006 shall be
                increased by a corresponding amount, and the Participant’s entire benefit
                under the Plan that was earned or vested after 2004 (including the
                enhancement) shall be payable in a lump sum; but no portion of the
                Participant’s benefit under the Plan that accrued before 2007 shall be
                enhanced by the lump-sum ratio.

            


    

    
 

    
      	
              5.05  

            	
              Six-Month
                Delay.  A Participant’s benefit shall not commence or be
                paid under this Article V earlier than six months after the date
                of the
                Participant’s Separation From Service.  A benefit paid as a
                result of the Participant’s Separation From Service shall be calculated as
                if it commenced or was paid on the first day of the month following
                the
                Separation From Service.  Any payments that otherwise would have
                been made during the initial six-month period shall be paid in a
                lump sum,
                without interest, on the first day of the seventh month after the
                Participant’s Separation From
                Service.

            


    

    


    
      	
              5.06  

            	
              Automatic
                Cash-Out.  If the present value of the benefit earned or
                vested after 2004 is $150,000 or less at the time of the Participant’s
                Separation From Service or death, then the Participant’s entire benefit
                earned or vested after 2004 shall be distributed in a single lump-sum
                payment (1) on the first day of the seventh month after the Participant’s
                Separation From Service or (2) on the first day of the month that
                is at
                least 30 days after the Participant’s death (subject, however, to the
                following sentence).  If a Participant’s Separation From Service
                or death occurs before 2008, and the Participant’s benefit has not
                commenced as provided in Section 5.11(c), the
                lump-sum payment described in the preceding sentence shall be made
                on the
                first business day of January in 2008.  A distribution under
                this Section 5.06 shall be made without
                regard to any payment election the Participant has made (or is deemed
                to
                have made) under Section 5.01 or Section 5.11(d).

            


    

    


    
      	
              5.07  

            	
              Disability
                Benefits.  If a Participant’s employment with all Textron
                Companies terminates as a result of the Participant’s Total Disability,
                the Participant’s benefit under the Plan shall commence or be paid, in the
                form the Participant elected (or is deemed to have elected), on the
                first
                day of the month following the later of the Participant’s Total Disability
                or attainment of age 65.

            


    

     

    Page
      11

     

    
      	
              5.08  

            	
              Payment
                of Death Benefits.

            


    

    


    
      	
               

            	
              (a)

            	
              If
                a Participant dies before his benefit under the Plan has commenced,
                and
                the Participant would be eligible for a pre-pension survivor annuity
                under
                the Pension Plan if he died before his benefit commencement date,
                the
                Participant’s Beneficiary shall receive an annuity for the life of the
                Beneficiary, commencing on the first day of the month following the
                later
                of the Participant’s Separation From Service or the date on which the
                Participant would have reached age 55.  The Participant’s
                Beneficiary must be a person who would have been eligible to receive
                the
                corresponding pre-pension survivor annuity under the Pension
                Plan.

            


    

    


    
      	
               

            	
              (b)

            	
              If
                a Participant dies before his benefit under the Plan has commenced,
                and
                the Participant would be eligible for a 60-month period certain death
                benefit under the Pension Plan if he died before his benefit commencement
                date, the Participant’s Beneficiary shall receive an amount equal to the
                present value of the corresponding monthly payments under the Plan,
                paid
                in a lump sum on the first day of the month that begins at least
                30 days
                after the Participant’s death.

            


    

    


    
      	
               

            	
              (c)

            	
              If
                a Participant dies less than 60 months after his benefit under the
                Plan
                has commenced, and the Participant would be eligible for a 60-month
                period
                certain death benefit under the Pension Plan if he died after his
                benefit
                commencement date, the Participant’s Beneficiary shall receive an amount
                equal to the present value of the corresponding monthly payments
                under the
                Plan for a number of months equal to 60 minus the number of monthly
                payments made to the Participant before his death, paid in a lump
                sum on
                the first day of the month that begins at least 30 days after the
                Participant’s death.

            


    

    


    
      	
               

            	
              (d)

            	
              The
                amount of any pre-pension survivor annuity or death benefit shall
                be
                determined as provided in Section 3.04.

            


    

    


    
      	
              5.09  

            	
              Administrative
                Adjustments in Payment Date.  A payment is treated as being
                made on the date when it is due under the Plan if the payment is
                made on
                the due date specified by the Plan, or on a later date that is either
                (a) in the same calendar year (for a payment whose specified due date
                is on or before September 30), or (b) by the 15th day of the third
                calendar month following the date specified by the Plan (for a payment
                whose specified due date is on or after October 1).  A payment
                also is treated as being made on the date when it is due under the
                Plan if
                the payment is made not more than 30 days before the due date specified
                by
                the Plan, provided that the payment is not made earlier than six
                months
                after the Participant’s Separation From Service.  A Participant may
                not, directly or 

            


    

     

    Page
      12

     

    
      	
                

            	
               indirectly,
                designate the taxable year of a payment made in reliance on the
                administrative rules in this Section 5.09.

            


    

     

    
      	
              5.10  
                

            	
              Distribution
                Upon Change in Control.  Subject to the following sentence,
                if a Change in Control also qualifies as a “change in control” under IRC
                Section 409A, the present value of all benefits earned or vested
                after
                2004 shall be paid in a lump sum in cash on the first business day
                of the
                month following the Change in Control.  If a Participant’s
                Separation From Service occurred before the Change in Control, the
                lump
                sum payment under this Section 5.10 shall not
                be made earlier than six months after the Participant’s Separation From
                Service. 

            


    

    


    
      	
              5.11  

            	
              Change
                in Payment Election.  Any election of a time or form of
                payment under Article V, or any change in a prior election, is subject
                to
                the approval of the Plan Administrator.  If a Participant
                changes the time or form of payment previously elected, the new election
                must apply to the Participant’s entire benefit under the Plan that is
                earned or vested after 2004, and must comply with the following
                rules:

            


    

    


    
      	
               

            	
              (a)

            	
              Election
                Between Life Annuities.  At any time before the
                first annuity payment is made, a Participant may change his election
                from
                one life annuity to another actuarially-equivalent life annuity (within
                the meaning of IRC Section 409A) commencing at the same
                time.

            


    

    


    
      	
               

            	
              (b)

            	
              Modification
                of Election.If a Participant wishes to change the form of
                payment for his benefit or to elect a different Retirement Age, and
                the
                new election does not satisfy the requirements of subsection (a)
                (concerning elections between life annuities) or the transition rules
                in
                subsection (d) (concerning elections before December 31, 2007), the
                Participant’s new payment election must satisfy the requirements of this
                subsection (b).  A Participant may change his election under
                this subsection (b) only if the new
                election:

            


    

    


    
      	
               

            	
              (1)

            	
              is
                made at least twelve months before the date when payment of the benefit
                would otherwise commence;

            


    

    


    
      	
               

            	
              (2)

            	
              defers
                the date on which payment will commence by at least five years from
                the
                commencement date applicable to his previous
                election;

            


    

    


    
      	
               

            	
              (3)

            	
              does
                not cause payments triggered by attainment of Retirement Age to commence
                at an age other than other than 55, 62, 65, 67, or 70;
                and

            


    

     

     

    Page
      13

     

    
      	
               

            	
              (4)

            	
              does
                not cause payments triggered by Separation From Service to commence
                more
                than 5 years and seven months after Separation From
                Service.

            


    

    


    If
      a
      Participant’s current payment election requires payments to commence at the
      later of Retirement Age or six months after Separation From Service, the
      Participant may choose to apply the new payment election to only one of the
      two
      alternative payment events.

    


    
      	
               

            	
              (c)

            	
              Distributions
                Before 2008.  If a Participant’s Pension Plan benefit
                commences before 2008, the Participant’s benefit under the Plan that was
                earned or vested after 2004 shall be paid at the same time and in
                the same
                form as the Participant’s Pension Plan benefit, as provided under the Key
                Executive Plan and the Executive Plan as in effect on October 3,
                2004.

            


    

    


    
      	
               

            	
              (d)

            	
              One-Time
                Election During 2007.  If a Participant’s Pension
                Plan benefit does not commence before 2008, the Participant may make
                a
                special election during 2007 to receive the benefit that is earned
                or
                vested after 2004 under one of the distribution options in Section
5.03.  The Participant may not make a
                new election under this paragraph if the election would accelerate
                payment
                of the Participant’s benefit into the year of the new
                election.  If the Participant’s Pension Plan benefit commences
                after the date of the new election, but before 2008, the new election
                shall be ineffective and the Participant’s benefit shall be paid as
                provided in subsection (c), above.  An election under this
                paragraph shall be made in the manner prescribed by the Plan
                Administrator, and the Plan Administrator may impose conditions in
                addition to those described in this subsection (d) (such as a requirement
                that a Participant who participates in more than one nonqualified
                defined
                benefit plan elect the same annuity form of payment under all plans);
                but
                the election shall not be required to comply with the requirements
                of
                subsection (b), above (concerning changes in payment
                elections).  The Plan Administrator may also allow an employee
                who is not yet a Participant, but who might become a Participant
                in the
                future, to elect a distribution option under this subsection (d)
                for any
                benefit the employee might later earn under this Plan.  An
                employee shall not have a right to receive any benefit under the
                Plan
                until he becomes a Participant, even if the employee has previously
                filed
                an election designating the time and form of payment for any benefit
                he
                might earn if he becomes eligible to participate in the
                Plan.

            


    

    


    Article
      VI – Unfunded Plan

    


    
      	
              6.01  

            	
              No
                Plan Assets.  Benefits provided under this Plan are unfunded
                obligations of Textron.  Nothing contained in this Plan shall
                require Textron to segregate any 

            


    

     

    Page
      14

     

    
      	
                

            	
              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.  If Textron elects to purchase individual policies
                of insurance on one or more of the Participants to help finance its
                obligations under this Plan, such individual policies and the proceeds
                of
                the policies shall at all times remain the sole property of Textron
                and
                neither the Participants whose lives are insured not their Beneficiaries
                shall have any ownership rights in such policies of
                insurance.

            


    

     

     

    
      	
              6.02  

            	
              Top-Hat
                Plan Status.  The Plan is maintained primarily for the
                purpose of providing deferred compensation for a select group of
                management or highly compensated employees within the meaning of
                Sections
                201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
                Security Act of 1974, as amended
                (“ERISA”).

            


    

    


    Article
      VII – Plan Administration

    


    
      	
              7.01  

            	
              Plan
                Administrator’s Powers.  Textron shall have all such powers
                as may be necessary to carry out the provisions hereof. Textron may
                from
                time to time establish rules for the administration of this Plan
                and the
                transaction of its business. Subject to Section 7.05, any actions
                by
                Textron shall be final, conclusive and binding on each Participant
                and all
                persons claiming by, through or under any Participant.  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.

            


    

    


    
      	
              7.02  

            	
              Tax
                Withholding.  Textron may withhold from benefits paid under
                this Plan any taxes or other amounts required by law to be
                withheld.  Textron may deduct from the undistributed portion of
                a Participant’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 Participant or Beneficiary 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
                Participant’s benefit.  The Participant or Beneficiary 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 Participant
                or
                Beneficiary incurs by failing to make timely payments of
                tax.

            


    

    


    
      	
              7.03  

            	
              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

            


    

     

    Page
      15

     

    
      	
               

            	
              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.

            


    

    
    

    


    
      	
              7.04  

            	
              Proof
                of Right to Receive Benefits.  Textron may require proof of
                death or Total Disability of any Participant, former Participant
                or
                Beneficiary and evidence of the right of any person to receive any
                Plan
                benefit.

            


    

    


    
      	
              7.05  

            	
              Claims
                Procedure.A Participant or Beneficiary who believes that he is being
                denied a benefit to which he is entitled under the Plan (referred
                to in this
                Section
                7.05 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 Benefits
                Committee shall advise the Claimant that a response will be forthcoming
                within 90 days.  The Benefits Committee may, however, extend the
                response
                period for up to
                an additional 90 days for reasonable cause,
                and shall notify the
                Claimant of the reason for the extension and the expected response
                date.  The Benefits Committee shall respond to the claim
                within the specified period.

            


    

    


    
      	
               

            	 (b)	
              Denial.  If
                the claim is denied in whole or part, the Benefits 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(a) 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 Benefits 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 Benefits
                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.

            


    

    
    

    


    Page
      16

     

    
      	
               

            	
              (d)

            	
              Review
                of Initial Determination.  Within 60 days after the Benefits
                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 Benefits 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(a) of
                ERISA.

            


    

    


    
      	
              7.06  

            	
              Enforcement
                Following a Change in Control.  If, after a Change in
                Control, any claim is made or any litigation is brought by a Participant
                or Beneficiary to enforce or interpret any provision contained in
                this
                Plan, Textron and the “person” or “group” described in Section 1.04 shall be liable, jointly and severally,
                to
                reimburse the Participant or Beneficiary for the Participant’s or
                Beneficiary’s reasonable attorney’s fees and costs incurred during the
                Participant’s or Beneficiary’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 Participant or Beneficiary, payable
                at
                the same time as the underlying award or judgment.  Any
                reimbursement pursuant to the preceding sentence shall be paid to
                the
                Participant no earlier than six months after the Participant’s Separation
                From Service, and shall be paid to the Participant or Beneficiary
                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
                VIII – Amendment and
                Termination

            


    

    


    


    
      	
              8.01  

            	
              Amendment.  Subject
                to subsections (a) and (b), below, the Board or its designee shall
                have
                the right to amend, modify, or suspend this Plan at any time by written
                resolution or other formal action reflected in writing.  Subject
                to subsections (a) and (b), below, the Management Committee of Textron
                or
                its designee also shall have the right to amend, modify, or suspend
                any
                provisions of this Plan, by written resolution or other formal action
                reflected in writing, with respect to any Participant who is not
                a member
                of the Management Committee and who has
                not

            


    

     

    Page
      17

     

    


    
      	
               

            	
              been
                designated by Textron’s Chief Executive Officer and Chief Human Resources
                Officer as a key executive.

            


    

     

    
      	
               

            	
              (a)

            	
              No
                amendment, modification, or suspension shall reduce a Participant’s
                accrued benefit as determined under Section 3.01 or Section 3.02 immediately
                before the effective date of
                the amendment, modification, or
                suspension.

            


    

    


    
      	
               

            	
              (b)

            	
              Following
                a Change in Control, no amendment, modification, or suspension shall
                be
                made that directly or indirectly reduces any right or benefit provided
                upon a Change in Control.

            


    

    


    An
      amendment to the Pension Plan that affects the benefits provided under this
      Plan
      shall not be deemed to be an amendment to this Plan, and shall not be subject
      to
      the restrictions in subsections (a) and (b), provided that the amendment to
      the
      Pension Plan applies to a broad cross-section of participants in the Pension
      Plan, and not only or primarily to Participants in this Plan.

    


    
      	
              8.02  

            	
              Termination.  The
                Board or its designee shall have the right to terminate this Plan
                at any
                time before a Change in Control by written resolution.  No
                termination of the Plan shall reduce a Participant’s accrued benefit as
                determined under Section 3.01 or Section 3.02 and
                Section 3.03 immediately before the effective date
                of
                the termination.

            


    

    


    
      	
              8.03  

            	
              Distributions
                Upon Plan Termination.  Upon the termination of the Plan by
                the Board with respect to all Participants, and termination of all
                arrangements sponsored by any Textron Company that would be aggregated
                with the Plan under IRC Section 409A, Textron shall have the right,
                in its
                sole discretion, and notwithstanding any elections made by the
                Participant, to pay the Participant’s or Beneficiary’s vested benefit in a
                lump sum, to the extent permitted under IRC Section 409A.  All
                payments that may be made pursuant to this Section 8.03 shall be made no earlier than the
                thirteenth month and no later than the twenty-fourth month after
                the
                termination of the Plan.  Textron may not accelerate payments
                pursuant to this Section 8.03 if the
                termination of the Plan is proximate to a downturn in Textron’s financial
                health.  If Textron exercises its discretion to accelerate
                payments under this Section 8.03, it shall
                not adopt any new arrangement that would have been aggregated with
                the
                Plan under IRC Section 409A within three years following the date
                of the
                Plan’s termination.

            


    

    


    
      	
               

            	
              Article
                IX – Miscellaneous

            


    

     

    
      
        	
                9.01  

              	
                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 

              


      

       

      Page
        18

       

    

    
      	
               

            	
              shall
                include the other and each use of the singular number shall include
                the
                plural.

            


    

     

    
      	
              9.02  

            	
              Transferability
                of Plan Benefits.

            


    

    


    
      	
               

            	
              (a)

            	
              Textron
                shall recognize the right of an alternate payee named in a domestic
                relations order to receive all or a portion of a Participant’s benefit
                under the Plan, provided that (1) the domestic relations order would
                be a
                “qualified domestic relations order” within the meaning of IRC Section
                414(p) of the Code if IRC Section 414(p) were applicable to the Plan
                (except that the order may require payment to be made to the alternate
                payee before the Participant’s earliest retirement age), (2) the domestic
                relations order does not purport to give the alternate payee any
                right to
                assets of any Textron Company, and (3) the domestic relations order
                does
                not purport to allow the alternate payee to defer payments beyond
                the date
                when the benefits assigned to the alternate payee would have been
                paid to
                the Participant.

            


    

    


    
      	
               

            	
              (b)

            	
              Except
                as provided in subsection (a) concerning domestic relations orders,
                no
                amount payable at any time under this Plan shall be subject in any
                manner
                to alienation, sale, transfer, assignment, pledge or encumbrance
                of any
                kind to the extent that the assignment or other action would cause
                the
                amount to be included in the Participant’s gross income or treated as a
                distribution for federal income tax purposes.  A Participant
                may, with the written approval of the Benefits Committee, make an
                assignment of a benefit for estate planning or similar purposes if
                the
                assignment does not cause the amount to be included in the Participant’s
                gross income or treated as a distribution for federal income tax
                purposes.  Any attempt to alienate, sell, transfer, assign,
                pledge or otherwise encumber any such 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 Participant
                or Beneficiary.

            


    

    


    
      	
              9.03  

            	
              Section
                409A Compliance.  The Plan is intended to comply with IRC
                Section 409A and should be interpreted accordingly.  Any
                distribution election that would not comply with IRC Section 409A
                is not
                effective.  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 Participant or 

            


    

     

    Page
      19

     

    
      	
               

            	
              Beneficiary
                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.

            


    

     

    
      	
              9.04  

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

            


    

    


    
      	
              9.05  

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

            


    

    


    
      	
              9.06  

            	
              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
      20


    





    TEXTRON


    


    
      	
               

              TEXTRON
                SPILLOVER PENSION PLAN

              ____________________________

              APPENDIX
                A

               

              (as
                amended and restated

              effective
                January 1, 2008)

              ____________________________

              Defined
                Benefit Provisions

               of
                the

               Supplemental
                Benefits Plan for

              Textron
                Key Executives

               

              (As
                in effect before January 1, 2007)

               

            


    

    


    


    


    



    
       

       

      
        
        

              

                  Textron
            Spillover Pension
            Plan      
      

                  Appendix
            A — Key Executive
            Plan      
      

                  
      
      

                  Table
            of
            Contents      
      

                  
      
    

      

    


    


    Introduction 

    


    Article
      I—Definitions 

     

    Article
      II—Participation 

    


    Article
      III—Supplemental Pension
      Benefits 

    


    Article
      IV—Unfunded
      Plan 

     

    Article
      V—Plan
      Administration 

    


    Article
      VI—Miscellaneous 

    


    


    Page
      i




     Textron
      Spillover Pension Plan

    Appendix
      A — Key Executive Plan

    


    
      	
               

            	
              Introduction

            


    

     

    
      	
              A.

            	
              Key
                Executive Plan

            


    

    
      	
               

            	
              (As
                In Effect Before 2007)

            


    

     

    Before
      2007, the Supplemental Benefits Plan for Textron Key Executives (the “Key
      Executive Plan”) was a separate unfunded, nonqualified deferred compensation
      arrangement for designated key executives of Textron and its
      affiliates.  The Key Executive Plan supplemented key executives’
benefits under Textron’s tax-qualified defined benefit plans and tax-qualified
      defined contribution plans by providing benefits that exceeded the statutory
      limits under the Internal Revenue Code (“IRC”).  The Key Executive
      Plan also provided supplemental pension benefits based on certain elements
      of
      key executives’ compensation that were not included in pensionable compensation
      under the tax-qualified defined benefit plans.

     

    
      	
              B.

            	
              Textron
                Spillover Pension Plan

            


    

    
      	
               

            	
              (Effective
                January 1, 2007)

            


    

     

    Effective
      January 1, 2007, the defined benefit portion of the Key Executive Plan was
      separated from the defined contribution portion of the Key Executive
      Plan.  The defined benefit portion of the Key Executive Plan continued
      as part of the Textron Spillover Pension Plan, and the defined contribution
      portion of the Key Executive Plan continued as a separate plan, the Supplemental
      Savings Plan for Textron Key Executives.

    


    
      	
              C.

            	
              Key
                Executive Protected
                Benefits

            


    

    
      	
               

            	
              (Earned
                and Vested Before 2005)

            


    

     

    The
      portion of Appendix A that follows this Introduction sets forth the defined
      benefit provisions of the Key Executive Plan as in effect on October 3, 2004,
      when IRC Section 409A was enacted as part of the American Jobs Creation Act
      of
      2004.  Key executives’ supplemental pension benefits that were earned
      and vested (within the meaning of Section 409A) before January 1, 2005, and
      any
      subsequent increase that is permitted to be included in such amounts under
      Section 409A (“Key Executive Protected Benefits”), are calculated and paid
      solely as provided in Appendix A, and are not subject to any other provisions
      of
      the Textron Spillover Pension Plan.

     

    The
      Key
      Executive Protected Benefits are not intended to be subject to IRC Section
      409A.  No amendment to this Appendix A that would constitute a
“material modification” for purposes of Section 409A shall be effective unless
      the amending instrument states that it is intended to materially modify Appendix
      A and to cause the Key Executive Protected Benefits to become subject to Section
      409A.  Although the Key Executive Protected Benefits are not intended
      to be subject to Section 409A, no Textron Company (nor any director, officer,
      or
      other representative of a Textron Company) shall be liable for 

     

    Appendix
      A

    Page
      1

     

    any
      adverse tax consequence suffered by a Participant or beneficiary if a Key
      Executive Protected Benefit becomes subject to Section 409A.

    


    
      	
              D.

            	
              Benefits
                Subject To Section 409A

              (Earned or Vested From
                2005 Through
                2007)

            


    

     

    Supplemental
      pension benefits earned by key executives after 2004, and supplemental pension
      benefits that became vested after 2004, are subject to the provisions of IRC
      Section 409A.  To the extent that these benefits were earned under the
      Key Executive Plan before January 1, 2007, the benefits shall be calculated
      under the provisions of the Key Executive Plan set forth in this Appendix A,
      using the benefit formulas in the Pension Plans as in effect before 2007,
      modified as provided in Appendix A.  However, any benefits earned or
      vested under the Key Executive Plan after 2004 shall be paid exclusively as
      provided in the Textron Spillover Pension Plan (not including any appendix
      to
      the Textron Spillover Pension Plan), and shall not be subject to any provision
      of Appendix A that relates to the payment or distribution of
      benefits.  Although the provisions of the Textron Spillover Pension
      Plan generally are effective as of January 1, 2007, the provisions that govern
      the distribution of benefits earned or vested after 2004 under the Key Executive
      Plan are effective as of January 1, 2005.

     

    Key
      Executive Plan

    


    The
      text
      that follows sets forth the defined benefit provisions of the Key Executive
      Plan
      as in effect on October 3, 2004.  The defined terms in Appendix A
      relate only to the provisions set forth in Appendix A: they do not apply to
      any
      other provisions of the Textron Spillover Pension Plan, and terms defined
      elsewhere in the Textron Spillover Pension Plan do not apply to Appendix
      A.  No additional benefits shall accrue under Appendix A after
      2006.

    


    Article
      I—Definitions

     

    In
      this
      Appendix, 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 of
                Textron.

            


    

    


    
      	
              1.02

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

    


    
      	
              1.03

            	
              “Compensation”
                means a Key Executive’s annual compensation determined as
                follows:

            


    

     

    
      	
               

            	
              (a)

            	
              For
                years before 2006, except as provided in subsections (b) and (c),
                Compensation means base salary, accrued annual incentive compensation,
                performance units, and performance share units, whether or not deferred
                under the Deferred Income Plan for Textron Key Executives or the
                Textron
                Deferred Income Plan for Executives.  For 2006, Compensation
                shall be determined as provided in the preceding sentence, modified
                (except as provided in subsection (c)) to include the greater of
                the
                Participant’s an-

            


    

     

    Appendix
      A

    Page
      2


    
      	
               

            	
               

            	
              nual
                incentive compensation accrued in 2006 or the Participant’s annual
                incentive compensation paid in
                2006.

            


    

     

    
      	
               

            	
              (b)

            	
              For
                any Key Executive who is first awarded performance share units after
                October 26, 1999, performance share units shall not be included in
                Compensation.

            


    

     

    
      	
               

            	
              (c)

            	
              For
                Key Executives who are members of the Textron Pension Plan for Cessna
                Employees (Addendum F to the Textron Master Retirement Plan), Compensation
                means “Final Average Monthly Salary” as defined in that plan. “Final
                Average Monthly Salary” shall include incentive compensation paid by
                Textron and shall exclude long-term incentive compensation and shall
                be
                calculated without regard to Statutory Limits or
                deferrals.

            


    

    


    
      	
               

            	
              (d)

            	
              Compensation
                does not include any award under the Textron Quality Management Plan
                or
                the Supplemental Bonus Plan for Textron Financial Corporation
                Executives.

            


    

    


    
      	
              1.04

            	
              “Deferral
                Plans” means the Textron Deferred Income Plan for Textron Key Executives
                and the Textron Deferred Income Plan for Executives, as amended and
                restated from time to time.

            


    

     

    
      	
              1.05

            	
              “ERISA”
                means the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

     

    
      	
              1.06

            	
              “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 Textron’s
                Chief Executive Officer and Chief Human Resources
                Officer.

            


    

     

    
      	
              1.07

            	
              “Participant”
                means a Key Executive who is participating in this Plan pursuant
                to
                Article II and, unless the context clearly indicates to the contrary,
                a
                former Participant who is entitled to benefits under this
                Plan.

            


    

     

    
      	
              1.08

            	
              “Pension
                Plan” means the Bell Helicopter Textron Retirement Plan, the Textron
                Pension Plan for Cessna Employees, the Textron Master Retirement
                Plan, or
                an Included Plan that is a defined benefit
                plan.

            


    

     

    
      	
              1.09

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

            


    

     

    
      	
              1.10

            	
              “Statutory
                Limit” means any limit on benefits under, or annual additions to,
                qualified plans imposed by Section 401(a)(17) or 415 of the Internal
                Revenue Codes of 1954 or 1986, as amended from time to
                time.

            


    

     

    
      	
              1.11

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

            


    

     

     

    
      Appendix
        A

      Page
        3

       

    

    
      	
              1.12

            	
              “Textron
                Company” means Textron or any company controlled by or under common
                control with Textron.

            


    

     

    
      Article
        II—Participation

    

     

    
      	
              2.01

            	
              A
                Key Executive shall participate in this Plan if her benefits under
                a
                Pension Plan are limited by one or more Statutory Limits. In addition,
                a
                Key Executive shall participate in this Plan if her receipt of any
                compensation is deferred under the Deferral
                Plans.

            


    

     

    
      Article
        III—Supplemental Pension Benefits

    

     

    
      	
              3.01

            	
              Textron
                shall pay on account of each Participant who begins to receive payments
                under one or more of the Pension Plans the amount, if any, by which
                (1)
                the normal, early or vested retirement pension that would have been
                payable on the Participant’s account under the Pension Plans, using
                Compensation as defined in this Plan, exceeds (2) the normal, early
                or
                vested retirement pension calculated under the Pension Plans on the
                Participant’s account.

            


    

     

    
      	
              3.02

            	
              Textron
                shall pay to the beneficiary designated by the Participant under
                each
                Pension Plan the amount, if any, by which (1) the death benefit that
                would
                have been payable under that Pension Plan on the Participant’s account
                using Compensation as defined in this Plan exceeds (2) the death
                benefit
                which is actually payable under that Pension Plan on the Participant’s
                account. For the purposes of this Section, the term “death benefit” shall
                include any period certain death benefit and any surviving spouse
                benefit
                provided by a Textron Company at its sole cost through a Pension
                Plan.

            


    

     

    
      	
              3.03

            	
              In
                the event Textron transfers the liability of a Pension Plan on account
                of
                a Participant to another qualified plan, the supplemental pension
                or death
                benefits under Sections 3.01 and 3.02, respectively, shall be determined
                as of such transfer, unless otherwise decided by Textron in its sole
                discretion.

            


    

     

    
      Article
        IV—Unfunded Plan

    

     

    
      	
              4.01

            	
              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. If Textron elects to purchase individual policies of
                insurance on one or more of the Participants to help finance its
                obligations under this Plan, such individual policies and the proceeds
                therefrom shall at all times remain the sole property of Textron
                and
                neither the Participants whose lives are insured nor their beneficiaries
                shall have any ownership rights in such policies of
                insurance.

            


    

     

    
      	
              4.02

            	
              This
                Plan is intended in part to provide benefits for a select group of
                management employees who are highly compensated, within the meaning
                of
                Sections 201(2), 

            


    

     

    
      Appendix
        A

      Page
        4


    

    
      	
               

            	
              301(a)(3),
                and 401(a)(1) of  ERISA, and in part to be an excess benefit
                plan, pursuant to Section 3(36) of
                ERISA.

            


    

     

     

    
      	
              4.03

            	
              No
                Participant shall be required or permitted to make contributions
                to this
                Plan.

            


    

     

    
      Article
        V—Plan Administration

    

     

    
      	
              5.01

            	
              Textron
                shall be the plan administrator of this Plan and shall be solely
                responsible for its general administration and interpretation. Textron
                shall have all such powers as may be necessary to carry out the provisions
                hereof. Textron may from time to time establish rules for the
                administration of this Plan and the transaction of its business.
                Subject
                to Section 5.05, any action by Textron shall be final, conclusive,
                and
                binding on each Participant and all persons claiming by, through
                or under
                any Participant. 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, and shall make all such determinations
                and
                interpretations in a nondiscriminatory
                manner.

            


    

     

    
      	
              5.02    (a)

            	
              Except
                as provided in subsections (b) and (c), below, the payment of any
                benefit
                under Article III shall be made at the same time, in the same manner,
                to
                the same persons and in the same proportions, as is made the payment
                or
                distribution under the related Pension Plan, or otherwise as determined
                by
                the Benefits Committee in its sole discretion. Textron may withhold
                from
                benefits and accounts under this Plan, any taxes or other amounts
                required
                by law to be withheld. Notwithstanding any provision to the contrary,
                no
                benefit shall be paid to any Participant while employed by
                Textron.

            


    

     

    
      	
               

            	
              (b)

            	
              Each
                benefit then computed under Article III shall become due and payable
                to
                the respective Participants and beneficiaries immediately upon a
                Change in
                Control as defined in Section 6.03. For purposes of Section 5.02,
                the
                present value of a benefit computed under Article III shall be based
                on
                the appropriate actuarial assumptions and factors set forth in the
                related
                Pension Plan and, if no interest rate assumption has been set forth
                for
                any purpose, an interest rate of six percent per
                year.

            


    

     

    
      	
               

            	
              (c)

            	
              Effective
                for payments commencing on or after January 1, 2008, the Benefits
                Committee has exercised its discretion pursuant to subsection (a)
                to
                determine that no distribution under the Plan shall commence or be
                paid
                earlier than six months after the date of the Participant’s separation
                from service.  Any payments that otherwise would have been made
                during the six-month period shall be paid in a lump sum, without
                interest,
                on the first day of the first month that begins after the six-month
                period.

            


    

     

    
      	
              5.03

            	
              Textron
                may employ or engage such agents, accountants, actuaries, counsel,
                other
                experts and other persons as it deems necessary or desirable in connection
                with 

            


    

     

     

    
      Appendix
        A

      Page
        5

    

     

    
      	
               

            	
              the
                interpretation and administration of this Plan. Textron shall be
                entitled
                to rely upon all certifications made by an accountant selected by
                Textron.
                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

            	
              Textron
                may require proof of death or total disability of any Participant,
                former
                Participant or beneficiary and evidence of the right of any person
                to
                receive any Plan benefit.

            


    

     

    
      	
              5.05

            	
              Claims
                under this Plan shall be filed in writing with Textron, and shall
                be
                reviewed and resolved pursuant to the claims procedure in Section
                7.05 of
                the Textron Spillover Pension Plan.

            


    

     

    
      	
               

            	
              Article
                VI—Miscellaneous

            


    

     

    
      	
              6.01

            	
              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.

            


    

     

     

    
      	
              6.02

            	
              (a)

            	
                  Textron
                shall recognize the right of an alternate payee named in a domestic
                relations order to receive all or a portion of a Participant’s benefit
                under the Plan, provided that (1) the domestic relations order would
                be a
                “qualified domestic relations order” within the meaning of IRC Section
                414(p) if IRC Section 414(p) were applicable to the Plan (except
                that the
                order may require payment to be made to the alternate payee before
                the
                Participant’s earliest retirement age), (2) the domestic relations order
                does not purport to give the alternate payee any right to assets
                of any
                Textron Company, and (3) the domestic relations order does not purport
                to
                allow the alternate payee to defer payments beyond the date when
                the
                benefits assigned to the alternate payee would have been paid to
                the
                Participant.

            


    

    


    
      	 	 (b) 	    Except
              as provided in subsection (a) concerning domestic relations orders,
              no
              amount payable at any time under this Plan shall be subject in any
              manner
              to alienation, sale, transfer, assignment, pledge or encumbrance of
              any
              kind to the extent that the assignment or other action would cause
              the
              amount to be included in the Participant’s gross income or treated as a
              distribution for federal income tax purposes.  A Participant
              may, with the written approval of the Benefits Committee, make an
              assignment of a benefit for estate planning or similar purposes if
              the
              assignment does not cause the amount to be included in the Participant’s
              gross income or treated as a distribution for federal income tax
              purposes.  Any attempt to alienate, sell, transfer, assign,
              pledge or otherwise encumber any such 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 Participant
              or beneficiary.


    

     

              

    
      
        Appendix
          A

        Page
          6

      

    

     

    
      	
              6.03

            	
              Notwithstanding
                any Plan provision to the contrary, the Board or its designee shall
                have
                the right to amend, modify, suspend or terminate this Plan at any
                time by
                written ratification of such action; provided, however, that no amendment,
                modification, suspension or
                termination:

            


    

     

    
      	
               

            	
              (1)

            	
              shall
                reduce an amount payable under Article III of this Plan immediately
                before
                the effective date of the amendment, modification, suspension or
                termination; or

            


    

     

    
      	
               

            	
              (2)

            	
              shall
                be made to Section 5.02 or 6.03 following a Change in
                Control.

            


    

     

     

    
      	
               

            	
              If
                after a Change in Control any claim is made or any litigation is
                brought
                by a Participant or beneficiary to enforce or interpret any provision
                contained in this Plan, Textron and the “person” or “group” described in
                the next following sentence shall be liable, jointly and severally,
                to
                indemnify the Participant or beneficiary and to pay prejudgment interest
                on any recovery as provided in Section 7.06 of the Textron Spillover
                Pension Plan.

            


    

     

    
      	
               

            	
              For
                purposes of this 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.

            


    

     

    
      	
              6.04

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

            


    

     

    
      
        Appendix
          A

        Page
          7

      

    

     

     

    
      	
              6.05

            	
              Nothing
                contained in this Plan shall be construed as a contract of employment
                between any Participant and any Textron Company, or to suggest or
                create a
                right in any Participant to be continued in employment as a Key Executive
                or other employee of any Textron
                Company.

            


    

     

    
      	
              6.06

            	
              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.

            


    

     

    


    
      
        Appendix
          A

        Page
          8