Exhibit 10.12


 





 


EXECUTION VERSION


 


JPMorgan Chase Bank, National
Association


P.O. Box 161


60 Victoria Embankment


London EC4Y 0JP


England


 


	
  To: Textron Inc.

  
	
  40 Westminster Street

  
	
  Providence, RI 02903

  
	
  Attention: Chief Financial Officer

  
	
  Telephone No.:

  	
  (401) 421-2800

  
	
  Facsimile No.:

  	
  (401) 457-3533

  



 


Re:                             Additional Issuer
Warrant Transaction Reformation Agreement (this “Reformation Agreement”)


 


WHEREAS, Textron Inc. (the “Company”)  and
JPMorgan Chase Bank, National Association, London Branch (“Bank”), represented by J.P.
Morgan Securities Inc.
as its agent, entered into the Additional Issuer Warrant Transaction (the “Transaction”)  pursuant to a letter agreement dated April 30,
2009 (the “Confirmation”) with the
mutual understanding that the Confirmation would not require approval of the
Company’s shareholders under the rules of the New York Stock Exchange (the
“NYSE”);


 


WHEREAS, the Company’s counsel has subsequently been
informed by representatives of the NYSE that approval of the Company’s
shareholders may be required if the Company elects to settle the Transaction
pursuant to Section 9(o)(i) of the Confirmation; and


 


WHEREAS, the parties wish to reform the Confirmation
to reflect their mutual intention and to avoid any doubt that settlement of the
Transaction pursuant to Section 9(o)(i) of the Confirmation does not
require approval of the Company’s shareholders under the rules of the
NYSE;


 


NOW THEREFORE, the parties agree as follows:


 


1.                                      As of the “Trade Date” (as defined in the
Confirmation), the definition of “Maximum Amount” in Section 9(o)(i) of
the Confirmation shall be “1.45 times the Number of Shares,” and all references
in the Confirmation to the “Maximum Amount” shall be references to the “Maximum
Amount” as so defined.


 


2.                                      Except as set forth in Section 1
above, all the terms of the Transaction and provisions in the Confirmation
shall remain and continue in full force and effect and are hereby confirmed in
all respects.


 


3.                                      This Reformation Agreement may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if all of the signatures thereto and hereto were upon the same
instrument.


 


4.                                      The provisions of this Reformation
Agreement shall be governed by New York law (without
reference to choice of law doctrine).


 


JPMorgan
Chase Bank, National Association 

Organised under the laws of the United States as a National Banking Association

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746 

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority


 

















 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this Reformation Agreement and
returning it to EDG Confirmation Group, J.P. Morgan Securities Inc., 277 Park
Avenue, 11th Floor, New York, NY 10172-3401, or by fax to (212) 622 8519.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.P. MORGAN SECURITIES INC., as
  agent for JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey Zajkowski

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
  Name: Jeffrey Zajkowski

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and confirmed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TEXTRON INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mary F. Lovejoy

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  
	
  Name: Mary F. Lovejoy

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: May 4, 2009