exhibit10-7.htm


    


    Exhibit
      10.7

    


    


    


    


    


    TEXTRON


    


    


    


    
      	
               

              SUPPLEMENTAL
                RETIREMENT PLAN

              FOR
                TEXTRON KEY EXECUTIVES

              ____________________

               

              As
                Amended and Restated

              Effective
                January 1, 2008

               

               

            


    

    


    


\

    Supplemental
      Retirement Plan

    for
      Textron Key Executives

     

    As
      Amended and Restated

    Effective
      January 1, 2008

    


    Table
      of Contents

    


    


    Introduction 

    


    Article
      I—Definitions 

    1.01           Average
      Compensation 

    1.02           Beneficiary

    1.03           Benefits
      Committee 

    1.04           Board 

    1.05           Change
      in Control 

    1.05           Compensation 

    1.07           IRC 

    1.08           Key
      Executive 

    1.09           Normal
      Form of Benefit 

    1.10           Participant 

    1.11           Pension
      Plan 

    1.12           Plan 

    1.13           Separation
      From Service 

    1.14           Surviving
      Spouse 

    1.15           Textron 

    1.16           Textron
      Company 

    1.17           Total
      Disability 

    2.01           Target
      Benefit 

    2.02           Reductions
      in Target Benefit 

    2.03           Early
      Retirement Factors 

    2.04           Payment
      of Benefits 

    2.05           Pre-Pension
      Surviving Spouse
      Annuity 

    2.06           Administrative
      Adjustments in Payment
      Date

    2.07           Distribution
      Upon Change in
      Control 

    


    Article
      III—Unfunded Plan [INSERT PAGE NUMBER]

    3.01           No
      Plan Assets [INSERT PAGE NUMBER]

    3.02           Top-Hat
      Plan Status [INSERT PAGE NUMBER]

    3.02           No
      Contributions [INSERT PAGE NUMBER]

    


    Article
      IV—Plan
      Administration 

    4.01           Plan
      Administrator’s Powers 

    Table
      of Contents

    Page
      i

     

    4.02           Tax
      Withholding 

    4.03           Use
      of Third Parties to Assist with Plan
      Administration

    4.04           Proof
      of Right to Receive
      Benefits 

    4.05           Claims
      Procedure 

    4.06           Enforcement
      Following a Change in
      Control 

    


    Article
      V—Amendment and
      Termination 

    5.01           Amendment

    5.02           Termination 

    5.03           Distributions
      Upon Plan
      Termination 

    


    Article
      VI—Miscellaneous 

    6.01           Use
      of Masculine or Feminine
      Pronouns 

    6.02           Transferability
      of Plan
      Benefits 

    6.03           Section
      409A Compliance 

    6.04           Controlling
      State Law 

    6.05           No
      Right to Employment 

    6.06           Additional
      Conditions
      Imposed 

    


    


    Table
      of
      Contents

    Page
      ii




    


    


    


    Supplemental
      Retirement Plan

    for
      Textron Key Executives

     

    As
      Amended and Restated

    Effective
      January 1, 2008

     

    


     

    


    Introduction

    


    The
      Supplemental Retirement Plan for Textron Key Executives (the “Plan”) is an
      unfunded, nonqualified deferred compensation arrangement.  The Plan
      provides supplemental retirement benefits for designated Key Executives of
      Textron and its affiliates.

     

    Appendix
      A of the Plan sets forth the provisions of the 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 retirement benefits that were earned and
      vested (within the meaning of IRC Section 409A) before January 1, 2005, and
      any
      subsequent increase that is permitted to be included in these amounts under
      IRC
      Section 409A, are calculated and paid solely as provided in Appendix A, and
      are
      not subject to any other provisions of the Supplemental Retirement Plan for
      Textron Key Executives.

     

    Supplemental
      retirement benefits
      that were
      earned
      or vested after 2004 and before January 1, 2008, are subject to the provisions
      of IRC Section 409A.  These supplemental
      retirement benefits are paid exclusively as provided in the Supplemental
      Retirement Plan for Textron Key Executives (not including any appendix to
      the Plan).  Although the provisions of the Supplemental
      Retirement Plan for Textron Key Executives generally are effective as of
      January 1, 2008, the provisions that govern the distribution of benefits earned
      or vested after 2004 under the Plan are effective as of January 1, 2005, and
      the
      amended definition of “Compensation” is effective as of January 1,
      2007.

     

     

    Page
      1

     

    


    


    Article
      I—Definitions

     

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

     

    
      	
              1.01  

            	
              “Average
                Compensation” means the average of a Participant’s Compensation during the
                five consecutive years in which the Compensation is highest, determined
                using the same averaging methodology that is used to determine
                “Compensation Base” in Addendum A of the Textron Master Retirement
                Plan.

            


    

     

    
      	
              1.02  

            	
              “Beneficiary”
                means the person who is entitled under this Plan to receive a payment
                that
                would have been made to a Participant or Surviving Spouse during
                his or
                her lifetime, if the Participant or Surviving Spouse dies before
                the
                payment is made.

            


    

     

    
      	
              1.03  

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

            


    

     

    
      	
              1.04  

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

     

    
      	
              1.05  

            	
              “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

            


    

     

     

     Page
      2

    
 

    
      	
               

            	
              (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

            


    

    


    
      	
               

            	
              (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 1.05
      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, the enhancement or accelerated vesting of the Participant’s benefit,
      or restrictions on amendments to the Plan), the definition set forth in Section
      5.04 of Appendix A shall be used to determine whether the event is a “Change in
      Control.”

    


    
      	
              1.06  

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

            


    

     

    
      	
               

            	
              (a)

            	
              For
                years after 2006, Compensation means eligible annual compensation
                as
                defined under the current benefit formula in the tax-qualified Pension
                Plan that covers the Participant, without regard to the statutory
                limits
                in IRC Section 401(a)(17) and IRC Section 415, subject to the
                modifications described in this Section 1.06(a).  For any executive who was
                first 

            


    

     

    Page
      3

     

     

    
      	
               

            	
               

            	
              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 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 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 Plan before 2007, Compensation
                for
                each year before 2007 shall be determined under Section 1.04 of Appendix
                A.

            


    

    


    
      	
               

            	
              (c)

            	
              If
                a year before 2007 is included in the Participant’s Compensation Base
                under the Plan, and the Participant did not participate in the Plan
                before
                2007, Compensation for that year shall be determined as provided
                in
                Section 1.06(a),
                above.

            


    

    


    
      	
              1.07  

            	
              “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.

            


    

    


    
      	
              1.08  

            	
              “Key
                Executive” means an employee of a Textron Company who has been and
                continues to be designated as a Key Executive by Textron’s Chief Executive
                Officer and Chief Human Resources
                Officer.

            


    

     

    
      	
              1.09  

            	
              “Normal
                Form of Benefit” means (a) a single life annuity for the life of the
                Participant, in the case of a Key Executive who became a Participant
                on or
                after July 23, 1998, and (b) a joint and 50% survivor annuity, in
                the case
                of a Key Executive who became a Participant before July 23,
                1998.

            


    

     

    
      	
              1.10  

            	
              “Participant”
                means a Key Executive selected by Textron’s Chief Executive Officer (or,
                in the case of the Chief Executive Officer, selected by the Organization
                and Compensation Committee of the Board) for participation in this
                Plan.

            


    

     

    
      	
              1.11  

            	
              “Pension
                Plan” means a tax-qualified or nonqualified defined benefit plan
                maintained by a Textron Company (including any predecessor plans,
                but
                excluding this Plan) in which the Key Executive has
                participated.  “Pension Plan” includes, but is not limited to,
                the Bell Helicopter Textron Retirement Plan (part of the Bell Helicopter
                Textron Master Retirement Plan), the Textron Pension Plan
                

            


    

     

    Page
      4

     

     

    
      	
               

            	
              (Addendum
                A to the Textron Master Retirement Plan), and the Textron Spillover
                Pension Plan.

            


    

     

     

    
      	
              1.12  

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

            


    

     

    
      	
              1.13  

            	
              “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.

            


    

     

    
      	
              1.14  

            	
              “Surviving
                Spouse” means the person to whom a Participant is married (in a marriage
                recognized under federal law) on the day of the Participant’s death while
                active or on the dates of the Participant’s retirement and
                death.

            


    

     

    
      	
              1.15  

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

            


    

     

    
      	
              1.16  

            	
              “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).

            


    

     

    
      	
              1.17  

            	
              “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—Benefit

     

    
      	
              2.01  

            	
              Target
                Benefit.  Subject to Sections 2.02 and 2.03, the maximum
                benefit provided to a Participant who qualifies for benefits under
                this
                Plan is an annuity commencing upon Separation From Service or Total
                Disability equal to 50% of Average Compensation (the “Target Benefit”)
                less the offsets and adjusted by the Early Retirement Factors as
                set out
                below.

            


    

     

    
      	
              2.02  

            	
              Reductions
                in Target Benefit.

            


    

     

    
      	
               

            	
              (a)

            	
              Prior
                Employers’ Plans.  The Target Benefit shall be reduced by
                the monthly amount of any tax-qualified or nonqualified defined benefit
                payable to the Participant as a single life annuity at age 65 from
                a plan
                or arrangement sponsored by a prior employer other than a Textron
                Company.  The monthly benefit payable under prior employer plan
                shall be converted, if necessary, to a single life annuity commencing
                at
                age 65, using the actuarial assumptions or factors specified in the
                prior
                employer plan (or, if no conversion basis is available from the prior
                employer, using comparable actuarial assumptions or factors from
                Addendum
                A of the 

            


    

     

    Page
      5

     

    
      	
               

            	
               

            	
              Textron
                Master Retirement Plan).  It shall be the obligation of each
                Participant to disclose to Textron, before the Participant’s Separation
                From Service, any amounts that might be used under this section to
                reduce
                the benefits provided by this Plan.  Such disclosure shall
                include information on annuity payments and lump-sum cash payments
                from
                other plans.

            


    

     

    
      	
               

            	
              (b)

            	
              Early
                Retirement Factors.  The net Target Benefit after reduction
                for benefits provided under any prior employer plans shall then be
                multiplied by the Early Retirement Factor as set out in Section 2.03
                below.

            


    

     

    
      	
               

            	
              (c)

            	
              Pension
                Plans.  The product of the net Target Benefit times the
                Early Retirement Factor shall then be reduced by any and all amounts
                payable to the Participant upon Separation From Service or Total
                Disability under any qualified or nonqualified Pension
                Plan.  For purposes of the preceding sentence, the calculation
                shall be performed assuming that all benefits under this Plan and
                under
                any qualified or nonqualified Pension Plan commence on the first
                day of
                the month following the Participant’s Separation From Service or Total
                Disability, even if the commencement of the benefit is delayed by
                the
                Participant’s election or by the terms of the plan.  The
                reduction shall be based on a benefit under each Pension Plan that
                is
                payable in the same form as the Participant’s Normal Form of benefit under
                this Plan; and the benefit under each Pension Plan shall be converted
                to
                that form and, if applicable, reduced for early commencement based
                on the
                actuarial assumptions and factors used in the Pension Plan.  In
                the case of any Pension Plan that is part of the Textron Retirement
                Program, which is a tax-qualified floor-offset arrangement, the reduction
                in the net Target Benefit under this Plan shall be determined without
                taking into account any offset in the Pension Plan benefit for the
                value
                of the Participant’s account under the Textron Inc. Retirement Account
                Plan.

            


    

     

    
      	
              2.03  

            	
              Early
                Retirement Factors.  The Participant’s benefits under this
                Plan shall be based on the Participant’s age at Separation From Service,
                Total Disability, or death, in accordance with the following
                schedule:

            


    

     

    Early
      Retirement

    Age
      at
      Retirement                     Factors

     

    65                                           100%

     

    64                                           90%

     

    63                                           80%

     

    62                                           70%

     

    61                                           60%

     

     

     

    Page
      6

     

     

    60                                           50%

     

    Less
      Than
      60                          0%

     

    The
      Organization and Compensation Committee of the Board shall, in its sole
      discretion, have the authority to provide a Participant with an enhanced benefit
      pursuant to a separate written agreement.

     

    
      	
              2.04  

            	
              Payment
                of Benefits.

            


    

     

    
      	
               

            	
              (a)

            	
              Benefit
                Commencement Date.  Any benefit to which a Participant is
                entitled under the Plan shall be paid in the Normal Form of Benefit,
                or in
                an actuarially equivalent life annuity elected by the Participant
                pursuant
                to subsection (c), below.  The Participant’s benefit shall be
                calculated as if it commenced on the first day of the month following
                the
                Participant’s Separation From Service or Total Disability, and a benefit
                payable upon Total Disability shall actually commence on this
                date.  In the case of a benefit payable upon Separation From
                Service, however, the benefit shall commence on the first day of
                the
                seventh month following the Participant’s Separation From Service, and any
                monthly payments that would have been due during the intervening
                six
                months shall be paid in a lump sum, without interest, on the first
                day of
                the seventh month after the Participant’s Separation From
                Service.  The Participant may designate a Beneficiary to receive
                the payments for the months before the Participant’s death in the event of
                the Participant’s death before the payment
                date.

            


    

     

    
      	
               

            	
              (b)

            	
              Form
                of Payment.  Any form of benefit payable other than the
                Normal Form of Benefit shall be the actuarial equivalent of the Normal
                Form of Benefit, calculated using the actuarial assumptions and factors
                in
                the Textron Master Retirement Plan.  For any individual who
                becomes a Participant after July 23, 1998, benefit payments under
                the Plan
                will be reduced if the Participant elects a 50%, 75%, or 100% joint
                and
                survivor benefit or joint and surviving spouse benefit.  The
                joint and survivor factors are the same factors provided by Addendum
                A of
                the Textron Master Retirement Plan.

            


    

     

    
      	
               

            	
              (c)

            	
              Payment
                Election.  A Participant who wishes to elect a form of
                payment other than the Normal Form of Benefit must complete and return
                a
                written distribution election form acceptable to the Benefits Committee
                before the Participant’s Separation From Service or Total
                Disability.  Subject to the spousal consent requirement in
                subsection (d), below, the Participant may elect any actuarially
                equivalent life annuity (within the meaning of IRC Section 409A)
                that is
                available under Addendum A of the Textron Master Retirement Plan
                at the
                Participant’s benefit commencement date under this
                

            


    

     

     

    Page
      7

     

    
      	
               

            	
               

            	
              Plan,
                regardless of whether the Participant participates in Addendum A
                or elects
                the same form of payment under Addendum
                A.

            


    

     

    
      	
               

            	
              (d)

            	
              Spousal
                Consent.  For any individual who becomes a Participant after
                July 23, 1998, if the 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 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.

            


    

     

    
      	
               

            	
              (e)

            	
              Spillover
                Pension Plan.

            


    

     

    
      	
               

            	
              (i)

            	
              If
                a Participant in this Plan is entitled to receive a retirement benefit
                or
                pre-pension surviving spouse annuity under the Textron Spillover
                Pension
                Plan or any other nonqualified Pension Plan that would be subtracted
                from
                the Participant’s benefit under Section 2.02(c) of this Plan, the amount of the
                benefit
                shall be calculated under the Textron Spillover Pension Plan (or
                other
                nonqualified Pension Plan), but the benefit shall be paid exclusively
                at
                the time and in the form provided under this Plan, as if the other
                plan’s
                benefit were part of the Participant’s benefit under this
                Plan.  The preceding sentence shall apply even if the
                Participant is not otherwise eligible to receive any retirement benefit
                or
                pre-pension surviving spouse annuity under this Plan (for example,
                because
                he retired before his benefit under this Plan vested or because his
                benefit under this Plan is fully offset by his Pension Plan
                benefits).

            


    

     

    
      	
               

            	
              (ii)

            	
              If
                a Participant Separation From Service, Total Disability, or death
                occurs
                before the earliest date on which he would be entitled to a benefit
                under
                this Plan, his retirement benefit under the Textron Spillover Pension
                Plan
                or other nonqualified Pension Plan shall commence on the Participant’s
                earliest retirement date under this Plan, as if he had retired on
                that
                date.  The retirement benefit under the Textron Spillover
                Pension Plan or other nonqualified Pension Plan shall be actuarially
                adjusted, using the actuarial assumptions and factors in the other
                plan,
                to reflect the actual commencement date under this
                Plan.

            


    

     

    
      	
               

            	
              (iii)

            	
              
                If
                  a Participant is entitled to a death benefit or other benefit under
                  the
                  Textron Spillover Pension Plan or other nonqualified Pension Plan
                  that is
                  not provided under this Plan and that would not in any circumstance
                  be
                  subtracted from the Participant’s benefit
                  under

              

            


    

     

    Page
      8

     

     

    
      	
               

            	
               

            	
              Section
                2.02(c) of this Plan, the benefit shall
                be
                paid as provided in the Textron Spillover Pension Plan or other
                nonqualified Pension Plan.

            


    

     

    
      	
              2.05  

            	
              Pre-Pension
                Surviving Spouse Annuity.  If a Participant dies after age
                60 and prior to benefit commencement under this Plan, the Participant’s
                Surviving Spouse will receive an annuity equal to the amount the
                spouse
                would have received if the Participant had requested a joint and
                50%
                surviving spouse annuity and had retired the day before he
                died.  

            


    

     

    
      	
              2.06  

            	
              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 indirectly, designate the taxable year of a
                payment
                made in reliance on the administrative rules in this Section 2.05.

            


    

     

    
      	
              2.07  

            	
              Distribution
                Upon Change in Control.

            


    

    


    
      	
               

            	
              (a)

            	
              Benefit
                Enhancement.  If the Participant’s Separation From Service,
                Total Disability, or death occurs after a Change in Control, the
                Participant shall, in lieu of the benefit payable under the preceding
                sections of this Article II, receive a benefit equal to the actuarial
                present value at Separation From Service, Total Disability, or death
                of
                the benefit the Participant would have received had the Participant
                terminated employment at age 65, based upon the Participant’s Average
                Compensation as of the date of Separation From Service, Total Disability,
                or death.  The present value 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 and an interest
                rate
                of 7%.  Any pre-pension surviving spouse annuity or pre-pension
                survivor annuity payable upon the Participant’s death after a Change in
                Control shall be based on the Participant’s enhanced benefit calculated
                under this subsection.

            


    

    


    
      	
               

            	
              (b)

            	
              Distribution.  If
                the Participant’s Separation From Service, Total Disability, or death
                occurs within 24 months after the Change in Control, and if the Change
                in
                Control also qualifies as a “change in control” under IRC Section 409A,
                the enhanced benefit shall be paid in a lump sum.  If the
                Participant’s Separation From Service, Total Disability, or death
                

            


    

    


    Page
      9

     

     

    
      	
               

            	
               

            	
              occurs
                more than 24 months after the Change in Control, or if the Change
                in
                Control does not qualify as a “change in control” under IRC Section 409A,
                the enhanced benefit shall be paid in the Normal Form or as an actuarially
                equivalent life annuity elected by the Participant.  In either
                case, the enhanced benefit shall commence (or, in the case of a lump
                sum,
                shall be paid) on the applicable benefit commencement date specified
                in
                Section 2.04 or Section 2.05.

            


    

     

    Article
      III—Unfunded Plan

     

    
      	
              3.01  

            	
              No
                Plan Assets.  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 Surviving Spouses or Beneficiaries shall have any
                ownership rights in such policies of
                insurance.

            


    

     

    
      	
              3.02  

            	
              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”).

            


    

     

    
      	
              3.03  

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

            


    

     

    Article
      IV—Plan Administration

     

    
      	
              4.01  

            	
              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 4.05, 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.  The
                Organization and Compensation Committee of the Board shall render
                all
                decisions under this Plan (including participation, Plan benefits,
                and
                benefit distributions) affecting Textron’s Chief Executive
                Officer.

            


    

     

    Page
      10

     

    
      	
              4.02  

            	
              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.

            


    

    


    
      	
              4.03  

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

            


    

    


    
      	
              4.04  

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

            


    

    


    
      	
              4.05  

            	
              Claims
                Procedure. A
                Participant, Surviving Spouse, or Beneficiary who believes that he
                is being denied a benefit to which he is entitled under the Plan
                (referred
                to in this Section 4.05 as a “Claimant”) may
                file a written request with the Benefits Committee setting forth
                the
                claim.  The Benefits Committee (or the Organization
                and Compensation Committee of the Board, in the case of a claim involving
                Textron’s Chief Executive Officer) shall consider and resolve the
                claim as set forth
                below.  

            


    

    


    
      	
              (a)  
                

            	
              Time
                for
                Response.  Upon
                receipt of a claim, the Committee shall advise the Claimant that
                a
                response will be forthcoming within 90 days.  The Committee may,
                however, extend the response period for up to an additional 90 days
                for
                reasonable cause, and shall notify the Claimant of the reason for
                the
                extension and the expected response date.  The Committee shall
                respond to the claim within the specified
                period.  

            


    

     

    Page
      11

     

    
      	
              (b) 
                

            	
              Denial.  If
                the claim is denied in whole or part, the Committee shall provide
                the
                Claimant with a written decision, using language calculated to be
                understood by the Claimant, setting forth (1) the specific reason
                or
                reasons for such denial; (2) the specific reference to relevant provisions
                of this Plan on which such denial is based; (3) a description of
                any
                additional material or information necessary for the Claimant to
                perfect
                his claim and an explanation why such material or such information
                is
                necessary; (4) appropriate information as to the steps to be taken
                if the
                Claimant wishes to submit the claim for review; (5) the time limits
                for
                requesting a review of the claim; and (6) the Claimant’s right to bring an
                action for benefits under Section 502(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 Committee review the
                determination.  The Claimant or his duly authorized
                representative may, but need not, review the relevant documents and
                submit
                issues and comment in writing for consideration by the
                Committee.  If the Claimant does not request a review of the
                initial determination within such 60-day period, the Claimant shall
                be
                barred from challenging the
                determination.

            


    

    


    
      	
               

            	
              (d) 
                

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

            


    

    


    
      	
               

            	
              (e) 
                

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

            


    

     

    
      	
              4.06  

            	
              Enforcement
                Following a Change in Control.  If, after a Change in
                Control, any claim is made or any litigation is brought by a Participant,
                Surviving Spouse, or Beneficiary to enforce or interpret any provision
                contained in this Plan, Textron and the “person” or “group” described in
                Section 1.05 shall be liable, jointly and
                severally, to reimburse the Participant, Surviving Spouse, or Beneficiary
                for the Participant’s, Surviving Spouse’s, or Beneficiary’s reasonable
                attorney’s fees and costs incurred during the Participant’s, Surviving
                Spouse’s, or Beneficiary’s 

            


    

     

    Page
      12

     

    
      	
                

            	
              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, Surviving Spouse, 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, Surviving Spouse, 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
                V—Amendment and
                Termination

            


    

     

    
      	
              5.01  

            	
              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.

            


    

    


    
      	
               

            	
              (a)

            	
              No
                amendment, modification, or suspension shall reduce a Participant’s
                accrued benefit as determined under Article II 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 a 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.

    


    
      	
              5.02  

            	
              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 Article II immediately before the effective date
                of the
                termination.

            


    

    


    
      	
              5.03  

            	
              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 vested benefit in a lump sum, to the
                extent permitted under IRC Section 409A.  All payments that may
                be made pursuant to this Section 5.03 shall
                be made no 

            


    

     

    Page
      13

     

    
      	
               

            	
              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 5.03 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 5.03, 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
      VI—Miscellaneous

     

    
      	
              6.01  

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

            


    

     

    
      	
              6.02  

            	
              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
                

            


    

     

    Page
      14

     

    
      	
               

            	
               

            	
              other
                legal process, or be liable for or subject to the debts or liability
                of
                any Participant, Surviving Spouse, or
                Beneficiary.

            


    

     

    
      	6.03
                	
              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 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.

            


    

    


    
      	
              6.04  

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

            


    

    


    
      	
              6.05  

            	
              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.

            


    

    


    
      	
              6.06 

            	
              Additional
                Conditions Imposed.  Textron (through the Organization and
                Compensation Committee of the Board), 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
      15

    



    
 

     

    



    TEXTRON

    


    


    


    
      	
               

              SUPPLEMENTAL
                RETIREMENT PLAN

              FOR
                TEXTRON KEY EXECUTIVES

              ____________________________

              APPENDIX
                A

              ____________________________

              Provisions
                of the

              Supplemental
                Retirement Plan

              for
                Textron Key Executives

              (As
                in effect before January 1, 2008)

               

            


    

    


    


    


    


    


    
      
         

         

        
                

                    
      
      

                    Supplemental
              Retirement
              Plan  
               for
            Textron Key
            Executives            

                    Appendix
              A — Prior Plan
              Provisions      
      

                    
      
      

                              Table
              of Contents
              
      

                    
      
    

        

      

    

    


    


    Introduction 

    


    Article
      I—Definitions 

    1.01           Beneficiary 

    1.02           Benefits
      Committee 

    1.03           Board 

    1.04           Compensation 

    1.05           Key
      Executive 

    1.06           Normal
      Form of Benefit 

    1.07           Participant 

    1.08           Pension
      Plan 

    1.09           Plan 

    1.10           Surviving
      Spouse 

    1.11           Textron 

    1.12           Textron
      Company 

    


    Article
      II—Benefit 

    


    Article
      III—Unfunded Plan 

    


    Article
      IV—Plan
      Administration 

    


    Article
      V—Miscellaneous 

    


    
Page
      i

     

     

    Supplemental
      Retirement Plan

    for
      Textron Key Executives

    Appendix
      A — Prior Plan Provisions

    


     

    Introduction

    


    The
      Supplemental Retirement Plan for Textron Key Executives (the “Plan”) is an
      unfunded, nonqualified deferred compensation arrangement.  The Plan
      provides supplemental retirement benefits for designated Key Executives of
      Textron and its affiliates.  The Plan was amended and restated,
      effective as of January 1, 2008, to comply with Section 409A of the Internal
      Revenue Code of 1986, as amended (“IRC”).

     

    
      	
              A.

            	
              Key
                Executive Protected
                Benefits

            


    

    
      	
               

            	
              (Earned
                and Vested Before 2005)

            


    

     

    The
      portion of Appendix A that follows this Introduction sets forth the provisions
      of the 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
      retirement benefits
      that were
      earned and vested
      (within the meaning of IRC
Section
      409A)
      before January 1, 2005, and any subsequent increase that is permitted to be
      included in these
amounts
      under IRC
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 Supplemental
      Retirement Plan for Textron Key Executives. 

     

    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 IRC 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 IRC Section 409A.  Although the Key Executive Protected Benefits
      are not intended to be subject to IRC Section 409A, no Textron Company (nor
      any
      director, officer, or other representative of a Textron Company) shall be liable
      for any adverse tax consequence suffered by a Participant, Surviving Spouse,
      or
      Beneficiary if a Key Executive Protected Benefit becomes subject to IRC Section
      409A.

    


    
      	
              B.

            	
              Benefits
                Subject To Section 409A

            


    

    
      	
               

            	
              (Earned
                or Vested From 2005 Through
                2007)

            


    

     

    Supplemental
      retirement benefits that were earned by Key Executives after 2004, and
      Supplemental retirement 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 Plan before January 1, 2008, the benefits shall be
      calculated under the prior Plan provisions set forth in this Appendix
      A.  However, any benefits earned or vested under the Plan after 2004
      shall be paid exclusively as provided in the Supplemental Retirement


     

    Apppendix
      A

    Page
      2

     

     

     

    Plan
      for
      Textron Key Executives (not including this Appendix A), 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 Supplemental Retirement Plan
      for Textron Key Executives generally are effective as of January 1, 2008, the
      provisions that govern the distribution of benefits earned or vested after
      2004
      under the prior Plan provisions are effective as of January 1,
      2005.

    


    Article
      I—Definitions

     

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

     

    
      	
              1.01

            	
              “Beneficiary”
                means the person or persons entitled under this Plan to receive Plan
                benefits after a Participant’s
                death.

            


    

     

    
      	
              1.02

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

            


    

     

    
      	
              1.03

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

     

    
      	
              1.04

            	
              “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 Textron Deferred
                Income
                Plan for Executives.  However, for any Key Executive who is
                first awarded performance share units after October 26, 1999, performance
                share units shall not be included in Compensation.  Compensation
                does not include awards under the Supplemental Bonus Plan for Textron
                Financial Corporation Executives or the Textron Quality Management
                Plan.  “Average Compensation” means the average of a
                Participant’s Compensation during the five consecutive years in which the
                Compensation is highest.

            


    

     

    
      	
              1.05

            	
              “Key
                Executive” means an employee of a Textron Company who has been and
                continues to be designated as a Key Executive by Textron’s Chief Executive
                Officer and Chief Human Resources
                Officer.

            


    

     

    
      	
              1.06

            	
              “Normal
                Form of Benefit” means a life annuity unless the Participant was
                designated a Participant in this Plan prior to July 23, 1998, in
                which
                case the Normal Form of Benefit shall be a Joint and 50% Survivor
                annuity.

            


    

     

    
      	
              1.07

            	
              “Participant”
                means a Key Executive selected by Textron’s Chief Executive Officer for
                participation in this Plan.

            


    

     

    
      	
              1.08

            	
              “Pension
                Plan” means the Bell Helicopter Textron Retirement Plan, the Textron
                Master Retirement Plan, or an included
                plan.

            


    

     

    
      	
              1.09

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

            


    

     

    
      Apppendix
        A

      Page
        3

    

     

     

    
      	
              1.10

            	
              “Surviving
                Spouse” means a Participant’s spouse who is married to the Participant on
                the day of the Participant’s death while active or on the dates of the
                Participant’s retirement and death.

            


    

     

    
      	
              1.11

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

            


    

     

    
      	
              1.12

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

            


    

     

    Article
      II—Benefit

     

    
      	
              2.01

            	
              Subject
                to Sections 2.02 and 2.03, the maximum benefit provided to Participants
                who qualify for benefits under this Plan is an annuity commencing
                upon
                retirement equal to 50% of Average Compensation (the “Target Benefit”)
                less the offsets and adjusted by the Early Retirement Factors as
                set out
                below.

            


    

     

    
      	
              2.02

            	
              The
                Target Benefit shall be reduced by any nonqualified or qualified
                pension
                plan benefits payable at age 65 from a prior employer other than
                a Textron
                employer.  The reduction for any prior employer plans shall be
                the actuarial equivalent of a life annuity.  The net Target
                Benefit after reduction for any prior employer plans shall then be
                multiplied by the Early Retirement Factor as set out in Section 2.03
                below.  The product of the net Target Benefit times the Early
                Retirement Factor shall then be reduced by any and all amounts payable
                to
                the Participant at the time of retirement under any qualified or
                nonqualified Pension Plan.  The reduction for all Pension Plans
                shall be a Normal Form of Benefit based on the tables in the Pension
                Plan.  It shall be the obligation of each Participant to
                disclose to Textron any amounts that might be used under this section
                to
                reduce the benefits provided by this Plan.  Such disclosure
                shall include information on annuity payments and lump-sum cash payments
                from other plans.

            


    

     

    
      	
              2.03

            	
              The
                Participant’s benefits under this Plan shall be based on the Participant’s
                age at retirement (including death or disability) in accordance with
                the
                following schedule:

            


    

     

                  
      Early Retirement

    Age
      at
      Retirement                         Factors

     

    65                                           100%

     

    64                                           90

     

    63                                           80

     

    62                                           70

     

    61                                           60

     

    60                                           50

     

     

    
      
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    Less
      Than
      60                          0

     

    The
      Organization and Compensation Committee of the Board shall, in its sole
      discretion, have the authority to provide a Participant with an enhanced
      benefit.

     

    
      	
              2.04

            	
              The
                Normal Form of Benefit shall be a life annuity unless the Participant
                was
                designated a Participant in this Plan prior to July 23, 1998, in
                which
                case the Normal Form of Benefit shall be a Joint and 50% Survivor
                annuity.  The payment of any benefit under Section 2.01 shall be
                paid in the Normal Form of Benefit or otherwise as determined by
                Textron’s
                Chief Executive Officer in his sole discretion after considering
                any form
                of payment requested by the Participant, Surviving Spouse, or other
                Beneficiary entitled to receive the benefits.  Any form of
                benefit payable other than the Normal Form shall be the actuarial
                equivalent of the Normal Form using the factors in the Textron Master
                Retirement Plan.  For any individual who becomes a Participant
                after July 23, 1998, their benefit payments will be reduced if they
                elect
                a 50% or a 100% Joint and Survivor Benefit.  The Joint and
                Survivor factors are the same factors provided by the Textron Master
                Retirement Plan.

            


    

     

    
      	
              2.05

            	
              If
                a Participant dies after age 60 and prior to benefit commencement
                under
                this Plan, the Participant’s Surviving Spouse will receive an annuity
                equal to the amount the Spouse would have received assuming the
                Participant had requested a Joint and 50% Survivor annuity and retired
                the
                day before he died.

            


    

     

    Article
      III—Unfunded Plan

     

    
      	
              3.01

            	
              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.

            


    

     

    
      	
              3.02

            	
              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”).

            


    

     

    
      	
              3.03

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

            


    

     

    
      
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    Article
      IV—Plan Administration

     

    
      	
              4.01

            	(a) 
              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 respective provisions
              hereof.  Textron may from time to time establish rules of the
              administration of this Plan and the transaction of its
              business.  Subject to Section 4.03, any action by Textron shall
              be final, conclusive, and binding on each Participant and all persons
              claiming by, through, or under any
              Participant.


    

     

    
      	
               

            	
              (b)       Notwithstanding
                any provision in this Plan to the contrary, the Organization and
                Compensation Committee of the Board shall render all decisions under
                this
                Plan (including participation, Plan benefits, and benefit distributions)
                affecting Textron’s Chief Executive
                Officer.

            


    

     

    
      	
               

            	
              
                (c)       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.

              

            


    

     

    
      	
               

            	
              
                (d)       Notwithstanding
                  any provision to the contrary, no benefit shall be paid to any
                  Participant
                  while employed by
                  Textron.

              

            


    

     

    
      	
              4.02

            	
              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 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.

            


    

     

    
      	
              4.03

            	
              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.

            


    

     

    
      	
              4.04

            	
              Claims
                under this Plan shall be filed in writing with Textron, and shall
                be
                reviewed and resolved pursuant to the claims procedure in Section
                4.05 of
                the Supplemental Retirement Plan for Textron Key
                Executives.

            


    

     

    
      	
              4.05

            	
              Textron
                shall withhold from benefits paid under this Plan any taxes or other
                amounts required to be withheld by
                law.

            


    

     

    
      
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    Article
      V—Miscellaneous

     

    
      	
              5.01

            	
              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.

            


    

     

    
      	
              5.02

            	
              (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) 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,
                Surviving Spouse, or Beneficiary.

            


    

     

    
      	
              5.03

            	
              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 notification of such action; provided, however, that no amendment,
                modification, suspension, or
                termination:

            


    

     

    
      	
               

            	
              (a)

            	
              Shall
                reduce an amount payable under Article II before the effective date
                of the
                amendment, modification, suspension or termination;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              Shall
                be made to Section 5.04 following a Change in
                Control.

            


    

     

    
      
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              5.04

            	
              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 for the Participant’s or
                beneficiary’s reasonable attorney’s fees and disbursements incurred in any
                such claim or litigation and for prejudgment interest at the Bankers
                Trust
                Company prime interest rate on any money award or judgment obtained
                by the
                Participant or beneficiary.  In the event that the Participant
                retires or his employment otherwise terminates at any time after
                a “Change
                in Control” as defined below, the Participant shall, in lieu of the
                benefit payable under Article II, receive a benefit equal to the
                actuarial
                present value at termination of the benefit the Participant would
                have
                received had the Participant terminated employment at age 65, based
                upon
                the Participant’s Average Compensation as of the date of her
                termination.  If the Participant terminates within 24 months
                after the Change in Control, such benefit shall be paid in a lump
                sum.  If the Participant terminates more than 24 months after
                the Change in Control, then the Participant shall be paid in an
                annuity.  The Benefits Committee shall select the discount rate
                and mortality table to be used in determining the actuarial present
                values.    

            


      	 	
               

              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.

            


    

     

     

     

     

    
      
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              5.05

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

            


    

     

    
      	
              5.06

            	
              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 any capacity with, or
                as an
                employee of, any Textron Company.

            


    

     

    
      
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