exv10w10b










Exhibit 10.10B




FIRST AMENDMENT

TO THE

SEVERANCE PLAN FOR

TEXTRON KEY EXECUTIVES

(2010 Restatement)



               The Severance Plan for Textron Key Executives (the “Plan”) permits the Chief Executive
Officer and the Chief Human Resources Officer of Textron to designate an employee of a Textron
Company as a “Key Executive” who is eligible to participate in the Plan. The Chief Executive
Officer and the Chief Human Resources Officer of Textron, acting independently, have the authority
to amend the Plan in order to improve its administrability. In order to simplify the process of
designating participants, the definition of “Key Executive” is hereby amended as follows:




	1.	 	Section 1.06 is amended in its entirety to read as follows, effective for any individual who is
an active employee of a Textron Company on or after October 1, 2010:







“Key Executive” means an employee in one or more of the following categories who has not become
ineligible, waived participation, or been excluded from the Plan:




	 	(a)	 	any officer of Textron who is appointed directly by the Board or by the Organization and
Compensation Committee (the “Committee”) of the Board pursuant to authority delegated to the
Committee by the Board, but excluding any subordinate or assistant officer appointed by the
Committee or by any delegate of the Committee;

	 
	 	(b)	 	the most senior leader of any Textron business unit, as appointed by the Chief Executive
Officer of Textron, provided that the business unit leader reports directly to a person who
has been designated by the Board as an executive officer of Textron; or

	 
	 	(c)	 	any employee of a Textron Company who has been designated in writing as a Key Executive by
the Chief Executive Officer of Textron.







At any time before an employee’s Severance, the Chief Executive Officer of Textron may execute a
written instrument excluding from the Plan any employee who has previously become a Key Executive
(or who would become a Key Executive automatically by virtue of the employee’s position). An
employee who occupies a position described in subsection (a) or (b) on or after October 1, 2010,
shall automatically cease to be a Key Executive when the employee ceases (for a reason other than
the employee’s Severance) to hold a position described in subsection (a) or (b), unless the Chief
Executive Officer of Textron confirms in writing that the employee should remain a Key Executive in
spite of the employee’s change in position. A Key Executive may subsequently waive participation
in this Plan by executing an express written instrument to that effect. A Key
Executive shall not become entitled to separation pay under any other plan or arrangement
maintained by a Textron Company as a result of having waived participation



 











 












in this Plan. An individual shall not be a Key Executive for purposes of this Plan, and shall not
be eligible for any benefit provided under this Plan, during any period in which the individual is
covered by an offer letter or employment agreement with Textron that provides severance pay at
least equal to the Severance Pay provided under this Plan.




	2.	 	Any employee of a Textron Company who was a participant in the Plan on September 30, 2010,
shall remain a participant in the Plan until the employee becomes ineligible, waives
participation, or is excluded from the Plan pursuant to Section 1.06, as amended by this
instrument.






     IN WITNESS WHEREOF, Textron Inc. has caused this amendment to be executed by its
duly authorized officers.



	 	 	 	 	 
	 	TEXTRON INC.

 	 
	Dated: October 26, 2010 	By  	/s/ Scott C. Donnelly
 	 
	 	 	Scott C. Donnelly 	 
	 	 	Chairman, President, and

Chief Executive Officer 	 
	 
	 	 	 
	Dated: October 23, 2010 	By  	/s/ John D. Butler
 	 
	 	 	John D. Butler 	 
	 	 	Executive Vice President Administration

and Chief Human Resources Officer 	 
	 




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