Exhibit 10.9


 


EXECUTION VERSION


 


Goldman, Sachs & Co.


One New York Plaza


New York, NY 10004


 


	
  To: Textron Inc.

  
	
  40 Westminster Street

  
	
  Providence, RI 02903

  
	
  Attention: Chief Financial Officer

  
	
  Telephone No.:

  	
  (401) 421-2800

  
	
  Facsimile No.:

  	
  (401) 457-3533

  



 


	
  Re:

  	
  Issuer Warrant Transaction
  Reformation Agreement (this “Reformation Agreement”)

  
	
  A/C:

  	
  028320281

  
	
  Ref. No.:

  	
  SDB1630442185

  



 


WHEREAS, Textron Inc. (the “Company”)  and
Goldman, Sachs & Co. (“Bank”)
entered into the Issuer Warrant Transaction (the “Transaction”)  pursuant
to a letter agreement dated April 29, 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).


 

















 


Company hereby agrees (a) to check this
Reformation Agreement carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm
that the foregoing (in the exact form provided by Bank) correctly sets forth
the terms of the agreement between Bank and Company with respect to this
Reformation Agreement, by manually signing this Reformation Agreement or this page hereof
as evidence of agreement to such terms and providing the other information
requested herein and immediately returning an executed copy to Equity
Derivatives Documentation Department, Facsimile No. (212) 428-1980/83.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GOLDMAN, SACHS & CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel W. Kopper

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
  Name: Daniel W. Kopper

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  Accepted and confirmed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TEXTRON INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mary F. Lovejoy

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  
	
  Name: Mary F. Lovejoy

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: May 4, 2009