exhibit10-5.htm


    Exhibit
      10.5

    SURVIVOR
      BENEFIT PLAN

    FOR
      TEXTRON KEY EXECUTIVES

     

    (As
      amended and restated effective July 25, 2007)

    


    This
      Plan
      has been established for the benefit of designated Textron Key Executives to
      secure their goodwill, loyalty, and achievement and to attract and retain
      persons of outstanding competence.

    


    This
      Plan
      is amended and restated effective July 25, 2007, to ensure that it will be
      a
      death benefit plan that will be exempt from Section 409A of the Internal Revenue
      Code.

    


    ARTICLE
      I – DEFINITIONS

    


    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

            	
              “Base
                Salary” means the annual rate of base salary of a Participant from a
                Textron Company at the time of the Participant’s death or termination of
                Textron Employment, as applicable.  “Base Salary” shall not
                include incentive payments, bonuses, supplemental unemployment benefits,
                contributions to any profit sharing or bonus plan, or expense
                reimbursements.  Any Base Salary, the receipt of which by the
                Participant is deferred under the Textron Savings Plan or the Deferred
                Income Plan for Textron Key Executives, shall be Base Salary under
                this
                Plan.  The Benefits Committee or its designee shall determine
                whether a particular item of income constitutes Base Salary if a
                question
                arises.

            


    

    


    
      	
              1.02

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

            


    

    


    
      	
              1.03

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

            


    

    


    
      	
              1.04

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

    


    
      	
              1.05

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

            


    

    


    
      	
              1.06

            	
              “Participant”
                means a present Key Executive or a former Key Executive who continues
                to
                be designated a Participant under the Plan by Textron’s Chief Executive
                Officer and Chief Human Resources
                Officer.

            


    

    


    
      	
              1.07

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

            


    

     

    
      	
              1.08

            	
              “Survivor
                Benefit” means a benefit payable under Article III of this
                Plan.

            


    

     

    Page
      1

    
 

    
      	
              1.09

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

            


    

    


    
      	
              1.10

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

            


    

    


    
      	
              1.11

            	
              “Textron
                Employment” means employment with a Textron Company.  Leaves of
                absence for such periods and purposes as are approved by Textron
                and
                transfers of employment within or between Textron Companies shall
                not be
                deemed interruptions of Textron
                Employment.

            


    

    


    
      	
              1.12

            	
              “Total
                Disability” has the same meaning under this Plan as in the Textron Master
                Retirement Plan with respect to any Participant at the date his Textron
                Employment ends.

            


    

    


    ARTICLE
      II – PARTICIPATION

    


    No
      Key
      Executive shall be designated as a Participant in this Plan after July 31,
      2003.  A Beneficiary shall be eligible for benefits only as
      hereinafter provided.

    


    ARTICLE
      III – SURVIVOR BENEFIT

    


    
      	
              3.01

            	
              If
                a Key Executive’s Textron Employment ends because of death, his
                Beneficiary shall receive a Survivor Benefit equal to three times
                the Key
                Executive’s Base Salary at the time of his
                death.

            


    

    


    
      	
              3.02

            	
              If
                a Participant’s Textron Employment ends (a) at or after age 62 (other than
                for less than acceptable performance), (b) as a result of Total
                Disability, or (c) under circumstances approved in writing for this
                specific purpose by the Chief Executive Officer and the Chief Human
                Resources Officer of Textron, or because of death while she is no
                longer a
                Key Executive, her Beneficiary shall receive upon her death a Survivor
                Benefit equal to two times the Participant’s Base Salary at the time her
                Textron Employment ended.

            


    

    


    
      	
              3.03

            	
              If
                a Participant’s Textron Employment ends other than as described in
                Sections 3.01 or 3.02, no Survivor Benefit shall be payable on his
                account.

            


    

    


    ARTICLE
      IV – PAYMENT OF SURVIVOR BENEFIT

    


    
      	
              4.01

            	
              The
                Benefits Committee or its designee shall choose in its sole discretion
                the
                method described in Section 4.02 by which a Survivor Benefit payable
                under
                Article III shall be distributed, after considering any method of
                payment
                requested by the Participant or by the Beneficiary entitled to receive
                the
                benefit.

            


    

     

    
      	
              4.02

            	
              Subject
                to Section 4.03, below, as soon as practical after a Survivor Benefit
                becomes payable under Article III, Textron, upon the written instructions
                of the Benefits :

            


    

     

    
      Page
        2

      
 

    

    
      	
               

            	
              Committee
                or its designee, shall distribute the benefit in accordance with
                any one
                of the following methods:

            


    

     

    (a)           Payment
      in a single sum; or

    


    
      	
               

            	
              (b)

            	
              Payment
                in a number of annual installments, each payable as soon as practical
                after the end of the each successive calendar year, over a period
                not
                exceeding ten years from the date on which the benefit first becomes
                payable.  The annual installments shall be calculated in a
                manner which provides substantially equal installments or shall be
                calculated each year by dividing the unpaid amount of the benefit
                as of
                January 1 of that year by the remaining number of unpaid installments;
                or

            


    

    
 

    (c)           Payment
      through a combination of the foregoing methods.

    


    
      	
               

            	
              Simple
                interest shall be credited on any unpaid balance of a Survivor Benefit
                based on an average of the monthly Moody’s Corporate Bond Yield Index as
                published by Moody’s Investors Service, Inc. (or any successor thereto),
                or, if such average is no longer published, a substantially similar
                average selected by the Benefits
                Committee.

            


    

     

    
      	
              4.03

            	
              Effective
                for payments on or after January 1, 2008, the Benefits Committee
                has
                exercised its discretion pursuant to Section 4.01 to determine that
                all
                Survivor Benefits shall be paid in a single sum as soon as practical
                after
                a Survivor Benefit becomes payable under Article III.   If
                a Beneficiary is receiving installment payments as of July 25, 2007,
                the
                Plan shall pay the remaining installments in a single sum as soon
                as
                practical after January 1, 2008; and the Benefits Committee may,
                in its
                sole discretion, direct the Plan to pay the remaining installments
                to the
                Beneficiary in a single sum before January 1,
                2008.

            


    

     

    
      	
              4.04

            	
              (a)

            	
               Upon
                a Change in Control as defined in Section 8.03, Textron shall establish
                an
                irrevocable grantor trust, as described in Section 677 of the
                Internal Revenue Code (a “rabbi trust”), to accumulate assets that will
                assist Textron in meeting its obligations under the Plan.  The
                rabbi trust shall have an independent trustee selected by the Benefits
                Committee.  The trust agreement with respect to the rabbi trust
                shall provide that the assets of the rabbi trust shall at all times
                be
                subject to the claims of Textron’s general creditors in the event of the
                bankruptcy or insolvency of Textron, but shall in all other circumstances
                be used solely to pay Survivor Benefits under the Plan and reasonable
                expenses of administering the rabbi trust until all Survivor Benefits
                have
                been paid in full.

            


    

    
       

    

    
      	
               

            	
              (b)

            	
              Upon
                a Change in Control as defined in Section 8.03, Textron shall transfer
                assets to the rabbi trust described in Section 4.04(a).  The
                assets shall consist of life insurance, cash, or a combination of
                life
                insurance and cash.  The target value of the assets to be
                transferred shall equal the sum of the following:  (a) two times
                each Participant’s Base Salary immediately before the Change in Control,
                if her Textron Employment had not ended before that date; and (b)
                two
                times each Participant’s Base Salary at the time her Textron Employment
                ended, if she is 

            


    

     

     

    
      Page
        3



    
      	 	 	then
              a former employee; and (c) the balance of the Survivor Benefit, calculated
              immediately before the Change in Control, if the Participant had died
              before the Change in Control.


    

     

    ARTICLE
      V – BENEFICIARIES

    


    
      	
              5.01

            	
              A
                Participant may designate one or more Beneficiaries to receive a
                Survivor
                Benefit payable on the Participant’s death.  A Beneficiary may
                designate one or more Beneficiaries to receive any unpaid balance
                of a
                Survivor Benefit, to the extent this designation does not contravene
                any
                designation filed by the deceased Participant through whom the Beneficiary
                himself claims under this Plan.  Beneficiaries shall be
                designated only upon forms made available by or satisfactory to the
                Benefits Committee or its designee and filed by the Participant or
                Beneficiary with that committee or
                designee.

            


    

    


    
      	
              5.02

            	
              A
                Participant or Beneficiary may change her own designation of Beneficiary
                by filing a substitute designation of Beneficiary with the Benefits
                Committee or its designee.

            


    

    


    
      	
              5.03

            	
              In
                the absence of an effective designation of Beneficiary, or if all
                persons
                so designated shall have predeceased the Participant/Beneficiary
                or shall
                have died before the complete distribution of Plan benefits, the
                balance
                of Plan benefits shall be paid to the Participant/ Beneficiary’s surviving
                spouse or, if none, to the Participant/Beneficiary’s issue per stirpes or,
                if no issue, to the executor or administrator of the
                Participant/Beneficiary’s estate.

            


    

    


    
      	
              5.04

            	
              If
                a Participant’s Base Salary or a Survivor Benefit is community property,
                any designation of Beneficiary shall be valid or effective only as
                permitted under applicable law.

            


    

    


    
      	
              5.05

            	
              If
                a Survivor Benefit is payable to a minor or person declared incompetent
                or
                to a person incapable of handling the disposition of his property,
                the
                Benefits Committee may direct Textron to pay such Survivor Benefit
                to the
                guardian, legal representative or person having the care and custody
                of
                such minor, incompetent or person.  The Benefits Committee may
                require proof of incompetency, minority, incapacity or guardianship
                as it
                deems appropriate prior to distribution of the Survivor
                Benefit.  Such distribution shall completely discharge the
                Benefits Committee and any Textron Company from all liability with
                respect
                to such benefit.

            


    

    


    ARTICLE
      VI – UNFUNDED PLAN

    


    
      	
              6.01

            	
              Benefits
                to be provided under this Plan are unfunded obligations of
                Textron.  Before a Change in Control occurs, 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 

            


    

    
    

     

    Page
      4

    


    
      	
               

               

            	
              Participants
                to help finance its obligations under this Plan, then 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.

            


    

    
    

    


    
      	
              6.02

            	
              This
                Plan is intended to provide benefits for a select group of management
                employees who are highly compensated, pursuant to section 401(a)(1)
                of the
                Employee Retirement Income Security Act of 1974, as
                amended.

            


    

    


    
      	
              6.03

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

            


    

    


    ARTICLE
      VII – PLAN ADMINISTRATION

    


    
      	
              7.01

            	
              Textron
                shall be the plan administrator of this Plan and shall be solely
                responsible for its general administration and
                interpretation.  Textron shall have all such powers as may be
                necessary to carry out the provisions hereof.  Textron may from
                time to time establish rules for the administration of this Plan
                and the
                transaction of its business.  Subject to Section 7.04, any
                action by Textron shall be final, conclusive and binding on each
                Participant and all persons claiming by, through or under any
                Participant.  Textron (and any person or persons to whom it
                delegates any of its authority as plan administrator) shall have
                discretionary authority to determine eligibility for Plan benefits,
                to
                construe the terms of the Plan, and to determine all questions arising
                in
                the administration of the Plan, and shall make all such determinations
                and
                interpretations in a nondiscriminatory
                manner.

            


    

    


    
      	
              7.02

            	
              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.

            


    

    


    
      	
              7.03

            	
              Textron
                may require proof of the death or Total Disability of any Participant
                or
                Beneficiary and evidence of the right of any person to receive any
                Survivor Benefit.

            


    

    


    
      	
              7.04

            	
              A
                Beneficiary
                who believes that he is being denied a benefit to which he
                is
                entitled under the Plan (referred to in this Section 7.04 as a “Claimant”)
                may file a written request with the Benefits Committee setting forth
                the
                claim.  The Benefits Committee shall consider and resolve the
                claim as set forth
                below.  

            


    

     

    
      	
              (a)  
                

            	
              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 

            


    

     

    
      Page
        5

    

     

    
      	
                
                

            	
              notify
                the Claimant of the reason for the extension and the expected response
                date.  The Committee shall respond to the claim within the
                specified period.  

            


    

     

    
      	
              (b)  
                

            	
              If
                the claim is denied in whole or part, the Committee shall provide
                the
                Claimant with a written decision, using language calculated to be
                understood by the Claimant, setting forth (1) the specific reason
                or
                reasons for such denial; (2) the specific reference to relevant provisions
                of this Plan on which such denial is based; (3) a description of
                any
                additional material or information necessary for the Claimant to
                perfect
                his claim and an explanation why such material or such information
                is
                necessary; (4) appropriate information as to the steps to be taken
                if the
                Claimant wishes to submit the claim for review; (5) the time limits
                for
                requesting a review of the claim; and (6) the Claimant’s right to bring an
                action for benefits under Section 502 of the Employee Retirement
                Income
                Security Act of 1974, as amended
                (“ERISA”).

            


    

     

    
      	
              (c)  
                

            	
              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)  
                

            	
              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)  
                

               

               

               

            	
              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 ERISA
                section 502(a).

            


    

    


    
      	
              7.05

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

            


    

     

    ARTICLE
      VIII – MISCELLANEOUS

    


    
      	
              8.01

            	
              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.

            


    

     

    
      Page
        6

    

    
 

    
      	
              8.02

            	
              No
                amount payable under this Plan at any time shall be subject in any
                manner
                to alienation, sale, transfer, assignment, pledge or encumbrance
                of any
                kind unless specifically approved in writing in advance by the Benefits
                Committee or its designee.  Any attempt to alienate, sell,
                transfer, assign, pledge or otherwise encumber any such Benefit,
                whether
                presently or subsequently payable, shall be void unless so
                approved.  Except as required by law, no benefit payable under
                this Plan shall in any manner be subject to garnishment, attachment,
                execution or other legal process, or be liable for or subject to
                the debts
                or liability of any Participant or
                Beneficiary.

            


    

    


    
      	
              8.03

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

            


    

    


    
      	
               

            	
              (a)

            	
              Shall
                adversely affect the right of a Beneficiary to receive a Survivor
                Benefit,
                as described in Article III, payable as the result of the Participant’s
                death or action taken pursuant to Section 3.02 that occurred before
                the
                effective date of such amendment, modification, suspension or termination;
                or

            


    

    


    
      	
               

            	
              (b)

            	
              Shall
                be made to Article IV or this Section 8.03 following a Change in
                Control.  If after a Change in Control any claim is made or any
                litigation is brought by  a Participant or Beneficiary to
                enforce or interpret any provision contained in this Plan, Textron
                and the
                “person” or “group” described in the next following sentence shall be
                liable, jointly and severally, to indemnify the Participant or Beneficiary
                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 Prime Rate as quoted in the Money Rates section of
The
                Wall Street Journal on any money award or judgment obtained by the
                Participant or Beneficiary.  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 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
                the stockholders of Textron 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) the stockholders of Textron
                approve a merger or consolidation of Textron with any other corporation,
                other than a merger or 

            


    

     

    Page
      7

     

    
      	
               

               

            	
               

            	
              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.

            




    
      	
              8.04

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

            


    

    


    
      	
              8.05

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

            


    

    


    
      	
              8.06

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