amendmenttospillover.htm


    
      EXHIBIT
10.2

       

      
 
Amendment No. 1
to

    Textron
Spillover Pension Plan

     

    
       

      
        	
                WHEREAS, Textron
      Inc. wishes to amend the Textron Spillover Pension Plan to
      provide

                an
      additional pension benefit to certain executives designated by the Chief
      Executive Officer;

              
	  

                NOW,
      THEREFORE, IT IS RESOLVED, that the Textron Spillover Pension Plan
      be,

                and
      it hereby is, amended as follows, effective July 23,
  2008:

              
	
                 

                1.  Section
      3.01 is amended by adding the following sentence to the end of that
      section:

              
	  

                “In
      addition to the benefit described in the preceding sentence, a Participant
      who is

                designated
      pursuant to Appendix C shall be eligible to receive a wrap-around pension
      benefit

                determined
      as provided in Appendix C, subject to the vesting requirements and other
      terms and

                conditions
      specified in Appendix C.”

              
	
                 

                2.  A new
      Appendix C is added to the Plan in the form attached hereto as Exhibit
      A.

              


      

       

    

     

     

     

     

     

     

     

     

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    Textron
Spillover Pension Plan

    Appendix
C — Wrap-Around Pension Benefits

    


    A.           Eligibility

    


    In
addition to any other benefit to which a Participant is entitled under the Plan,
a Participant hired on or after January 1, 2008, who is designated by Textron’s
Chief Executive Officer (or who is designated by the Organization and
Compensation Committee of the Board, in the case of a Participant who is the
Chief Executive Officer) shall be eligible to receive a wrap-around pension
benefit calculated as provided in this Appendix C.  The wrap-around
pension benefit shall be subject to the vesting requirements and other terms and
conditions set forth in this Appendix C and in any offer letter or other written
document (each, an “Offer Letter”) that describes the terms approved by the
Chief Executive Officer or by the Organization and Compensation Committee of the
Board.

    


    B.           Additional
Service Credit

    


    The
wrap-around pension benefit shall be calculated by adding to the benefit accrual
service credited under the Participant’s Pension Plan the number of additional
years of benefit accrual service identified in the Offer Letter.  The
additional benefit accrual service shall be treated as if it were credited
service earned with Textron in calculating the amount of the Participant’s
spillover pension benefit under Section 3.01(a) of the Plan.  Unless
the Offer Letter provides otherwise, the additional benefit accrual service
shall not be taken into account in determining the amount of the participant’s
actual Pension Plan benefit under Section 3.01(b) of the Plan.  Except
as provided in the following paragraph concerning the lump-sum ratio, the
wrap-around pension benefit shall be included (to the extent vested under
Section D, below) in determining the amount of any survivor benefit, ancillary
benefit, or other benefit under the Plan that is based on the retirement benefit
determined in Section 3.01.

    


    Unless
the Offer Letter provides otherwise, the lump-sum ratio described in Section
5.04(c) of the Plan shall apply only to the Participant’s benefit calculated
under Section 3.01 without regard to this Appendix C.  The value of
the wrap-around pension benefit shall not be taken into account in calculating
the lump-sum ratio, and the wrap-around pension benefit shall not be eligible
for a lump-sum enhancement or for payment in a lump sum under Section
5.04(c).

    


    Unless
the Offer Letter provides otherwise, the additional benefit accrual service
shall not be treated as if it were credited service earned with Textron for
purposes of determining the Participant’s eligibility for early retirement
benefits, death benefits, or other benefits provided under the Plan for which
years of service are an eligibility condition.  Instead, the
Participant’s eligibility to receive benefits under the Plan (including the
wrap-around pension benefit) shall be based solely on the Participant’s actual
service earned with Textron Companies.

    


    C.           Offset
for Benefits Under Prior Employer’s Plans

    


    To the
extent provided in the Offer Letter, the wrap-around pension benefit payable as
a single-life annuity commencing at age 65 shall be reduced by the monthly
amount of any tax-qualified or nonqualified 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 a prior employer’s 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 Textron Master Retirement Plan).  If
the Participant’s account under a prior employer’s tax-qualified or nonqualified
defined contribution plan is used in determining the offset, the account shall
be converted to a single life annuity commencing at age 65 using the same
actuarial assumptions or factors that would be used under Addendum A of the
Textron Master Retirement Plan to convert a Retirement Account to an
annuity.  If the Participant’s wrap-around pension benefit is paid at
any time or in any form other than a single life annuity at age 65, the offset
described in this paragraph shall be performed before the net benefit is
converted to the alternative time or form of payment.

    


    It shall
be the obligation of each Participant to disclose to Textron as soon as
practicable, upon Textron’s request, 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 and any other information necessary to calculate the offset
described in this section.

    


    D.           Vesting
Requirements

    


    A
Participant must complete any vesting requirements set forth in the Offer Letter
in order to receive a wrap-around pension benefit under this Appendix
C.  Unless the Offer Letter provides otherwise, the Participant must
remain continuously employed by Textron (except as provided in the following
paragraph concerning death, Total Disability, or a Change in Control) from the
Participant’s date of hire until the date on which the Participant satisfies any
age requirement, service requirement, or other vesting condition specified in
the Offer Letter.  Unless the Offer Letter provides otherwise, if the
Participant terminates employment with Textron for any reason before satisfying
an applicable vesting requirement, the Participant shall forfeit the wrap-around
pension benefit, and the wrap-around pension benefit shall not be reinstated if
the Participant is subsequently re-employed by a Textron Company.  For
purposes of determining whether the Participant has satisfied any service-based
vesting requirement in the Offer Letter, only actual service with a Textron
Company shall be taken into account: the additional service described in Section
B of this Appendix C shall not be included.

    


    Unless
the Offer Letter provides otherwise, if the Participant’s death or Total
Disability occurs while the Participant is employed by a Textron Company but
before the Participant satisfies the vesting requirements specified in the Offer
Letter, the wrap-around pension shall become fully vested on the date of the
Participant’s death or Total Disability.  Unless the Offer Letter
provides otherwise, if a Change in Control occurs while the Participant is
employed by a Textron Company but before the Participant satisfies the vesting
requirements specified in the Offer Letter, the wrap-around pension shall become
fully vested as provided in Section 4.02 of the Plan.

    


    E.           Other
Terms and Conditions

    


    The
wrap-around pension benefit shall be subject to any additional terms and
conditions set forth in the Offer Letter.  Terms and conditions
specified in the Offer Letter shall supersede any conflicting terms of the Plan,
except to the extent that the terms of the Plan must be applied in order to
ensure that the wrap-around pension benefit satisfies the requirements of IRC
Section 409A.

    


    Except to
the extent provided in the Offer Letter or in the preceding paragraphs of this
Appendix C, the wrap-around pension benefit shall be paid at the same time and
in the same form as the Participant’s regular benefit under the Plan, and shall
be subject to all terms and conditions of the Plan.