tenfive.htm


    Exhibit
      10.5

    
 

    


    


    
      	
               

              TEXTRON
                SPILLOVER SAVINGS PLAN

               

              
                

              

               

              Effective
                January 1, 2008

               

               

            


    

    


    




    Textron
      Spillover Savings Plan

    Effective
      January 1, 2008

    


    


    


     

     

    Introduction

     

    The
      Textron Spillover Savings
      Plan
      (the “Plan”) is an unfunded, nonqualified deferred compensation
      arrangement.  The Plan is a continuation of the defined
      contribution portions of the Supplemental Benefits Plan for Textron
      Key Executives (the “Key Executive Plan”) and the Textron Supplemental Benefits
      Plan for Executives (the “Executive Plan”).  The defined contribution
      portions of these plans were separated from the defined benefit portions of
      the plans effective January 1, 2007, and the defined benefit portions were
      combined to form the Textron Spillover Pension Plan.  The defined
      contribution portions of the Key Executive Plan and the Executive Plan were
      continued as separate plans, the Supplemental
      Savings Plan for Textron Key Executives and the Textron Supplemental Savings
      Plan for Executives, on and after January 1, 2007.  These two
      plans are now being combined, effective January 1, 2008, to form the Textron
      Spillover Savings Plan.

     

    The
      Plan
      provides supplemental savings benefits for designated executives of Textron
      and its affiliates who participate in the Textron Savings Plan.  The
      Plan provides benefits that would have been payable under the Textron Savings
      Plan if not for the limits imposed by the Internal Revenue Code of 1986, as
      amended (the “IRC”).

     

    Appendix
      A and Appendix B of the Plan set forth the defined contribution provisions
      of
      the Key Executive Plan and the Executive Plan as in effect on October 3, 2004,
      when IRC Section 409A was enacted as part of the American Jobs Creation Act
      of
      2004.  Supplemental savings benefits that were earned and vested
      (within the meaning of Section 409A) before January 1, 2005, and any subsequent
      increase that is permitted to be included in such amounts under IRC Section
      409A, are calculated and paid solely as provided in Appendix A or Appendix
      B, whichever is applicable, and are not subject to any other provisions of
      the
      Textron Spillover Savings Plan.

     

    A
      Key
      Executive’s supplemental savings benefits that were earned or vested after 2004
      and before January 1, 2008, under the Key Executive Plan are subject to the
      provisions of IRC Section 409A.  These benefits are calculated under
      Appendix A, but are paid exclusively as provided in the Textron Spillover
      Savings Plan (not including Appendix A).  Although the provisions of
      the Textron Spillover Savings Plan generally are effective as of January 1,
      2008, the provisions that govern the distribution of benefits earned or vested
      after 2004 under the Key Executive Plan are effective as of January 1,
      2005.

     

    Supplemental
      savings benefits provided under the Executive Plan generally are paid out no
      later than March 15 following the year in which the benefits are credited to
      a
      participant’s account.  In a few cases, however, supplemental savings
      benefits that were earned and vested under the Executive Plan before January
      1,
      2005, remained unpaid as of the date on which this Plan was
      established.  These benefits will be paid to the Participants in a
      lump sum in January of 2008.  Any benefits that were credited under
      the Executive Plan between January 1, 2007, and December 31, 2007, shall be
      paid
      exclusively as provided in Appendix B.

     

    Appendix
      A permits a Participant to request a distribution option before the end of
      2007
      for the benefits payable under that Appendix.  This special election
      provision is effective as of July 25, 2007, the date on which the Plan was
      adopted by the Board.

     

    Article
      I – Definitions

    


    The
      following terms shall have the meanings set forth in this Article, unless a
      contrary or different meaning is expressly provided:

    


    
      	
              1.01  

            	
              “Account”
                means the bookkeeping entry used to record supplemental matching
                contributions and earnings credited to a Participant under the
                Plan.  All amounts credited to the Account shall be unfunded
                obligations of Textron: no assets shall be set aside or contributed
                to the
                Plan for the Participant’s benefit.  A Key Executive’s Account
                does not include supplemental savings benefits that were earned and
                vested
                (within the meaning of IRC Section 409A) before January 1, 2005,
                and any
                subsequent increase that is permitted to be included in such amounts
                under
                IRC Section 409A, which are calculated and paid solely as provided
                in
                Appendix A.

            


    

    


    
      	
              1.02  

            	
              “Beneficiary”
                means the person designated under the Plan (including any person
                who is
                automatically designated by the terms of the Plan) to receive any
                death
                benefit payable with respect to a Participant.  A Participant’s
                trust or estate may also be the Participant’s
                Beneficiary.

            


    

    


    
      	
              1.03  

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

            


    

    


    
      	
              1.04  

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

    


    
      	
              1.05  

            	
              “Change
                in Control” means, for any Participant who was not an employee of a
                Textron Company on December 31,
                2007:

            


    

    


    
      	
               

            	
              (a)

            	
              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”) and of IRC
                Section 409A) 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 similar
                proportions as their ownership of Textron common
                stock

            


    

    


    
      	
               

            	
              (1)

            	
              becomes
                (other than by acquisition from Textron or a related company) the
                “beneficial owner” (as defined in Rule 13d-3 under the Act) of stock of
                Textron that, together with other stock held by such person or group,
                possesses more than 50% of the combined voting power of Textron’s
                then-outstanding voting stock, or

            


    

    


    
      	
               

            	
              (2)

            	
              acquires
                (or has acquired during the 12-month period ending on the date of
                the most
                recent acquisition by such person) beneficial ownership of stock
                of
                Textron possessing more than 30% of the combined voting power of
                Textron's
                then-outstanding stock, or

            


    

    


    
      	
               

            	
              (3)

            	
              acquires
                (or has acquired during the 12-month period ending on the date of
                the most
                recent acquisition by such person) all or substantially all of the
                total
                gross fair market value of all of the assets of Textron immediately
                prior
                to such acquisition or acquisitions (where gross fair market value
                is
                determined without regard to any associated liabilities);
                or

            


    

    


    
      	
               

            	
              (b)

            	
              a
                merger or consolidation of Textron with any other corporation occurs,
                other than a merger or consolidation that would result in the voting
                securities of Textron outstanding immediately before the merger or
                consolidation continuing to represent (either by remaining outstanding
                or
                by being converted into voting securities of the surviving entity)
                50% or
                more of the combined voting power of the voting securities of Textron
                or
                such surviving entity outstanding immediately after such merger or
                consolidation, or

            


    

    


    
      	
               

            	
              (c)

            	
              during
                any 12-month period, a majority of the members of the Board is replaced
                by
                directors whose appointment or election is not endorsed by a majority
                of
                the members of the Board of Directors before the date of their appointment
                or election.

            


    

    


    Each
      of
      the events described above will be treated as a “Change in Control” only to the
      extent that it is a change in ownership, change in effective control, or change
      in the ownership of a substantial portion of Textron’s assets within the meaning
      of IRC Section 409A.

    


    For
      any
      Participant who was an employee of a Textron Company on December 31, 2007,
      the
      definition set forth above in this Section 1.05 shall be used to determine
      whether an event is a “Change in Control” to the extent that the event would
      alter the time or form of payment of the Participant’s benefit.  To
      the extent that the event would cause any change in the Participant’s rights
      under the Plan that does not affect the status of the Participant’s benefit
      under IRC Section 409A (including, but not limited to, accelerated vesting
      of
      the Participant’s benefit or restrictions on amendments to the Plan), the
      definition set forth in Section 7.03 of Appendix A shall be used to determine
      whether the event is a “Change in Control.”

    


    
      	
              1.06  

            	
              “Compensation”
                means a Participant’s eligible annual compensation as defined in the
                Qualified Savings Plan in which he participates, and any annual
                compensation that would be eligible under the Qualified Savings Plan
                if
                the Participant’s deferral election under the Deferred Income Plan for
                Textron Executives were disregarded, but determined (in each case)
                without
                regard to the Statutory Limit.

            


    

    


    
      	
              1.07  

            	
              “ERISA”
                means the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

    


    
      	
              1.08  

            	
              “Executive
                Plan” means the Textron Supplemental Benefits Plan for Executives, as in
                effect before January 1, 2007, and the Textron Supplemental Savings
                Plan
                for Executives, as in effect from January 1 through December 31,
                2007.

            


    

    


    
      	
              1.09  

            	
              “IRC”
                means the Internal Revenue Code of 1986, as amended.  References
                to any section of the Internal Revenue Code shall include any final
                regulations interpreting that
                section.

            


    

    


    
      	
              1.10  

            	
              “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.

            


    

    


    
      	
              1.11  

            	
              “Key
                Executive Plan” means the Supplemental Benefits Plan for Textron Key
                Executives, as in effect before January 1, 2007, and the Supplemental
                Savings Plan for Textron Key Executives, as in effect from January
                1
                through December 31, 2007.  The defined contribution provisions
                of the Key Executive Plan are included in this Plan as Appendix
                A.

            


    

    


    
      	
              1.12  

            	
              “Participant”
                means an employee of Textron who is eligible to participate in the
                Plan
                pursuant to Section 2.01 and whose participation has not been
                terminated as provided in Section
                2.01.

            


    

    


    
      	
              1.13  

            	
              “Plan”
                means this Textron Spillover Savings Plan, as amended and restated
                from
                time to time.

            


    

    


    
      	
              1.14  

            	
              “Plan
                Administrator” means Textron or its designees, as described in Section
                7.01.

            


    

    


    
      	
              1.15  

            	
              “Qualified
                Savings Plan” means the Textron Savings Plan or another tax-qualified
                defined contribution plan maintained by a Textron Company that has
                been
                designated by the Management Committee of Textron as eligible for
                supplemental contributions under the Plan.  Any Qualified
                Savings Plan other than the Textron Savings Plan shall be identified
                in an
                appendix to this Plan, and the appendix shall also set forth any
                special
                terms or conditions that apply to participants in the Qualified Savings
                Plan.

            


    

    


    
      	
              1.16  

            	
              “Separation
                From Service” means a Participant’s termination of employment with all
                Textron Companies, other than by reason of death or Total Disability,
                that
                qualifies as a “separation from service” for purposes of IRC Section
                409A.

            


    

    


    
      	
              1.17  

            	
              “Supplemental
                Shares” means phantom shares of Textron common stock accumulated and
                accounted for under the Plan for the purpose of determining the cash
                value
                of distributions from a Participant’s
                Account.

            


    

    


    
      	
              1.18  

            	
              “Statutory
                Limit” means the limit on eligible compensation under tax-qualified
                defined contribution plans imposed by IRC Section 401(a)(17) or the
                limit
                on annual additions imposed by IRC Section
                415.

            


    

    


    
      	
              1.19  

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

            


    

    


    
      	
              1.20  

            	
              “Textron
                Company” means Textron or any company controlled by or under common
                control with Textron within the meaning of IRC Section 414(b) or
                (c).

            


    

    


    
      	
              1.21  

            	
              “Total
                Disability” means physical or mental incapacity of a Participant who is
                employed by a Textron Company on the disability date, if the incapacity
                (a) enables the Participant to receive disability benefits under the
                Federal Social Security Act, and (b) also qualifies as a “disability” for
                purposes of IRC Section
                409A(a)(2)(C).

            


    

    


    Article
      II – Participation

    


    
      	
              2.01  

            	
              Eligibility.  An
                employee of a Textron Company who is a United States citizen or resident
                and who participates in a Qualified Savings Plan shall become a
                participant in the Plan when his matching contribution under the
                Qualified
                Savings Plan is limited by the Statutory
                Limit.

            


    

    


    
      	
              2.02  

            	
              Period
                of Participation.  Once an employee becomes a Participant
                under Section 2.01 above, the employee shall remain a Participant
                until
                the employee’s Account is fully distributed, or until the employee’s
                participation in the Plan is terminated by the Board (or by the Chief
                Executive Officer and the Chief Human Resources Officer) effective
                as of
                the following January 1.

            


    

    


    Article
      III – Spillover Savings Benefit

    


    
      	
              3.01  

            	
              Supplemental
                Matching Contribution.  If a Participant contributes at
                least 10% of eligible compensation to the Textron Savings Plan during
                a
                calendar year, the Participant’s Account under the Plan shall be credited
                with a supplemental matching contribution equal to (1) 5% [i.e.,
                50% of
                10%] of the Participant’s Compensation, reduced by (2) the Participant’s
                actual matching contribution for the calendar year under the Textron
                Savings Plan.  If a Participant participates in a Qualified
                Savings Plan other than the Textron Savings Plan, the Participant
                shall
                receive a comparable supplemental matching contribution in an amount
                sufficient to restore the portion of the matching contribution lost
                because of the application of the Statutory Limit to eligible compensation
                under the Qualified Savings Plan.  The Participant must be
                employed by a Textron Company on December 31 of the calendar year
                in order
                to receive a supplemental matching contribution for that calendar
                year.

            


    

    


    
      	
              3.02  

            	
              Crediting
                Contributions.  Textron shall credit the supplemental
                matching contribution to a Participant’s Account after the end of the
                calendar year for which the supplemental matching contribution is
                made,
                but not later than March 15 of the following year.  The credit
                shall be made as a number of Supplemental Shares determined by dividing
                the amount of the supplemental matching contribution for the calendar
                year
                by the average of the composite closing prices of Textron common
                stock, as
                reported in The Wall Street Journal for each trading day in the
                calendar year for which the credit is
                made.

            


    

    


    
      	
              3.03  

            	
              Crediting
                Dividend Equivalents and Other Adjustments. Textron shall credit
                additional Supplemental Shares to a Participant’s Account in each calendar
                quarter to reflect the dividend equivalents attributable to the
                Supplemental Shares that were credited to the Participant’s Account on the
                record date.  The number of additional Supplemental Shares shall
                be determined by dividing the dividend amount by the average of the
                composite closing prices of Textron common stock, as reported in
The
                Wall Street Journal for the month in which the record date
                occurs.  The number of Supplemental Shares credited to a
                Participant’s Account shall be adjusted, without receipt of any
                consideration by Textron, on account of any stock split, stock dividend,
                or similar increase or decrease affecting Textron common stock, as
                if the
                Supplemental Shares were actual shares of Textron common
                stock.

            


    

    


    
      	
              3.04  

            	
              Converting
                Supplemental Shares to Cash.  All distributions from the
                Plan shall be made in cash.  The cash value distributed will be
                determined by multiplying the current value of Textron common stock
                by the
                number of whole and fractional Supplemental Shares in the Participant’s
                Account as of the distribution date.  The current value of a
                share of Textron common stock on the distribution date shall be the
                average of the composite closing prices, as reported in The Wall
                Street Journal, for the first ten trading days of the calendar month
                following the Participant’s Separation From Service, death, or Total
                Disability.

            


    

    


    Article
      IV – Vesting

    


    
      	
              4.01  

            	
              Vesting
                Schedule.  Except as provided in Section 4.02, a
                Participant’s Account shall be vested to the same extent that the
                Participant’s matching contribution account under the Qualified Savings
                Plan is vested.  Any portion of the Participant’s Account that
                is not vested at the time of the Participant’s Separation From Service
                shall be forfeited.

            


    

    


    
      	
              4.02  

            	
              Change
                in Control.  In the event of a Change in Control, a
                Participant’s Account shall become fully
                vested.  

            


    

    


    Article
      V – Distribution of Accounts

    


    
      	
              5.01  

            	
              Separation
                From Service.  A Participant’s Account shall be distributed
                in a lump sum in cash on the first business day of the seventh month
                following his Separation From
                Service.

            


    

    


    
      	
              5.02  

            	
              Disability
                or Death.  If a Participant dies or suffers a Total
                Disability before his Account is distributed, the Participant’s Account
                shall be distributed in a lump sum in cash on the last business day
                of the
                month following his death or Total Disability.   The
                Participant’s Beneficiary under the Plan shall be the same as the
                Participant’s beneficiary under the Qualified Savings Plan.  If
                a Beneficiary is receiving installment payments as of December 31,
                2007,
                any remaining installments due after 2007 shall be aggregated and
                paid in
                a lump sum on the first business day of January
                2008.

            


    

    


    
      	
              5.03  

            	
              Administrative
                Adjustments in Payment Date.  A payment is treated as being
                made on the date when it is due under the Plan if the payment is
                made on
                the due date specified by the Plan, or on a later date that is either
                (a) in the same calendar year (for a payment whose specified due date
                is on or before September 30), or (b) by the 15th day of the third
                calendar month following the date specified by the Plan (for a payment
                whose specified due date is on or after October 1).  A payment
                also is treated as being made on the date when it is due under the
                Plan if
                the payment is made not more than 30 days before the due date specified
                by
                the Plan, provided that the payment is not made earlier than six
                months
                after the Participant’s Separation From Service.  A Participant
                may not, directly or indirectly, designate the taxable year of a
                payment
                made in reliance on the administrative rules in this
                Section 5.03.

            


    

    


    
      	
              5.04  

            	
              Distribution
                Upon Change in Control.  Subject to the following sentence,
                if a Change in Control also qualifies as a “change in control” under IRC
                Section 409A, the Participant’s Account shall be paid in a lump sum in
                cash on the first business day of the month following the Change
                in
                Control.  If a Participant’s Separation From Service occurred
                before the Change in Control, the lump sum payment under this
                Section 5.04 shall not be made earlier than six months after the
                Participant’s Separation From Service.


            


    

    


    
      	
              5.05  

            	
              Distributions
                Before January 1, 2008.  Distributions after 2004 and before
                the effective date of the Plan were made in good faith compliance
                with IRC
                Section 409A and Internal Revenue Service guidance interpreting IRC
                Section 409A.

            


    

    


    Article
      VI – Unfunded Plan

    


    
      	
              6.01  

            	
              No
                Plan Assets.  Benefits provided under this Plan are unfunded
                obligations of Textron.  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
                Participants to help finance its obligations under this Plan, such
                individual policies and the proceeds of the policies shall at all
                times
                remain the sole property of Textron and neither the Participants
                whose
                lives are insured not their Beneficiaries shall have any ownership
                rights
                in such policies of insurance.

            


    

     

    
      	
              6.02  

            	
              Top-Hat
                Plan Status.  The Plan is maintained primarily for the
                purpose of providing deferred compensation for a select group of
                management or highly compensated employees within the meaning of
                Sections
                201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
                Security Act of 1974, as amended
                (“ERISA”).

            


    

    


    Article
      VII – Plan Administration

    


    
      	
              7.01  

            	
              Plan
                Administrator’s Powers.  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 7.05, any actions
                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.

            


    

    


    
      	
              7.02  

            	
              Tax
                Withholding.  Textron may withhold from benefits paid under
                this Plan any taxes or other amounts required by law to be
                withheld.  Textron may deduct from the undistributed portion of
                a Participant’s benefit any employment tax that Textron reasonably
                determines to be due with respect to the benefit under the Federal
                Insurance Contributions Act (FICA), and an amount sufficient to pay
                the
                income tax withholding related to such FICA tax.  Alternatively,
                Textron may require the Participant or Beneficiary to remit to Textron
                or
                its designee an amount sufficient to satisfy any applicable federal,
                state, and local income and employment tax with respect to the
                Participant’s benefit.  The Participant or Beneficiary shall
                remain responsible at all times for paying any federal, state, or
                local
                income or employment tax with respect to any benefit under this
                Plan.  In no event shall Textron or any employee or agent of
                Textron be liable for any interest or penalty that a Participant
                or
                Beneficiary incurs by failing to make timely payments of
                tax.

            


    

    


    
      	
              7.03  

            	
              Use
                of Third Parties to Assist with Plan
                Administration.  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 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.

            


    

    


    
      	
              7.04  

            	
              Proof
                of Right to Receive Benefits.  Textron may require proof of
                death or Total Disability of any Participant and evidence of the
                right of
                any person to receive any Plan
                benefit.

            


    

    


    
      	
              7.05  

            	
              Claims
                Procedure. A Participant or Beneficiary who believes that he is being
                denied a benefit to which he is entitled under the Plan (referred
                to in this
                Section
                7.05 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)

            	
              Time
                for Response.  Upon receipt of a claim, the Benefits
                Committee shall advise the Claimant that a response will be forthcoming
                within 90 days.  The Benefits Committee may, however, extend the
                response
                period for up to
                an additional 90 days for reasonable cause,
                and shall notify the
                Claimant of the reason for the extension and the expected response
                date.  The Benefits Committee shall respond to the claim
                within the specified period.

            


    

    


    
      	
            	 (b)	
              Denial.  If
                the claim is denied in whole or part, the Benefits 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(a) of
                ERISA.

            


    

     

    
      	
               

            	
              (c)

            	
              Request
                for Review.  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 Benefits 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 Benefits
                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)

            	
              Review
                of Initial Determination.  Within 60 days after the Benefits
                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 Benefits 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)

            	
              Decision
                on Review.  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 Section 502(a) of
                ERISA.

            


    

    


    
      	
              7.06  

            	
              Enforcement
                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 Section 1.05 shall be liable, jointly and severally,
                to
                reimburse the Participant or Beneficiary for the Participant’s or
                Beneficiary’s reasonable attorney’s fees and costs incurred during the
                Participant’s or Beneficiary’s lifetime in pursuing any such claim or
                litigation, and to pay 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, payable
                at
                the same time as the underlying award or judgment.  Any
                reimbursement pursuant to the preceding sentence shall be paid to
                the
                Participant no earlier than six months after the Participant’s Separation
                From Service, and shall be paid to the Participant or Beneficiary
                no later
                than the end of the calendar year following the year in which the
                expense
                was incurred.  The reimbursement shall not be subject to
                liquidation or exchange for another benefit, and the amount of
                reimbursable expense incurred in one year shall not affect the amount
                of
                reimbursement available in another
                year.

            


    

    


    
      	
               

            	
              Article
                VIII – Amendment and
                Termination

            


    

    


    
      	
              8.01  

            	
              Amendment.  Subject
                to subsections (a) and (b), below, the Board or its designee shall
                have
                the right to amend, modify, or suspend this Plan at any time by written
                resolution or other formal action reflected in writing.  Subject
                to subsections (a) and (b), below, the Management Committee of Textron
                or
                its designee also shall have the right to amend, modify, or suspend
                any
                provisions of this Plan, by written resolution or other formal action
                reflected in writing, with respect to any Participant who is not
                a member
                of the Management Committee or a Key
                Executive.

            


    

    


    
      	
               

            	
              (a)

            	
              No
                amendment, modification, or suspension shall reduce the amount credited
                to
                a Participant’s Account immediately before the effective date of the
                amendment, modification, or
                suspension.

            


    

    


    
      	
               

            	
              (b)

            	
              Following
                a Change in Control, no amendment, modification, or suspension shall
                be
                made that directly or indirectly reduces any right or benefit provided
                upon a Change in Control.

            


    

    


    An
      amendment to the Qualified Savings Plan that affects the benefits provided
      under
      this Plan shall not be deemed to be an amendment to this Plan, and shall not
      be
      subject to the restrictions in subsections (a) and (b), provided that the
      amendment to the Qualified Savings Plan applies to a broad cross-section of
      participants in the Qualified Savings Plan, and not only or primarily to
      Participants in this Plan.

    


    
      	
              8.02  

            	
              Termination.  The
                Board or its designee shall have the right to terminate this Plan
                at any
                time before a Change in Control by written resolution.  No
                termination of the Plan shall reduce a Participant’s Account immediately
                before the effective date of the
                termination.

            


    

    


    
      	
              8.03  

            	
              Distributions
                Upon Plan Termination.  Upon the termination of the Plan by
                the Board with respect to all Participants, and termination of all
                arrangements sponsored by any Textron Company that would be aggregated
                with the Plan under IRC Section 409A, Textron shall have the right,
                in its
                sole discretion, and notwithstanding any elections made by the
                Participant, to pay the Participant’s vested Account in a lump sum, to the
                extent permitted under IRC Section 409A.  All payments that may
                be made pursuant to this Section 8.03 shall be made no earlier than
                the
                thirteenth month and no later than the twenty-fourth month after
                the
                termination of the Plan.  Textron may not accelerate payments
                pursuant to this Section 8.03 if the termination of the Plan is proximate
                to a downturn in Textron’s financial health.  If Textron
                exercises its discretion to accelerate payments under this Section
                8.03,
                it shall not adopt any new arrangement that would have been aggregated
                with the Plan under IRC Section 409A within three years following
                the date
                of the Plan’s termination.

            


    

    


    
      	
               

            	
              Article
                IX – Miscellaneous

            


    

    


    
      	
              9.01  

            	
              Use
                of Masculine or Feminine Pronouns.  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.

            


    

    


    
      	
              9.02  

            	
              Transferability
                of Plan Benefits.

            


    

    


    
      	
               

            	
              (a)

            	
              Textron
                shall recognize the right of an alternate payee named in a domestic
                relations order to receive all or a portion of a Participant’s benefit
                under the Plan, provided that (1) the domestic relations order would
                be a
                “qualified domestic relations order” within the meaning of IRC Section
                414(p) if IRC Section 414(p) were applicable to the Plan (except
                that the
                order may require payment to be made to the alternate payee before
                the
                Participant’s earliest retirement age), (2) the domestic relations order
                does not purport to give the alternate payee any right to assets
                of any
                Textron Company, (3) the domestic relations order does not purport
                to
                allow the alternate payee to defer payments beyond the date when
                the
                benefits assigned to the alternate payee would have been paid to
                the
                Participant, and (4) the domestic relations order does not require
                the
                Plan to make a payment to an alternate payee in any form other than
                a cash
                lump sum.

            


    

    


    
      	
               

            	
              (b)

            	
              Except
                as provided in subsection (a) concerning domestic relations orders,
                no
                amount payable at any time under this Plan shall be subject in any
                manner
                to alienation, sale, transfer, assignment, pledge or encumbrance
                of any
                kind to the extent that the assignment or other action would cause
                the
                amount to be included in the Participant’s gross income or treated as a
                distribution for federal income tax purposes.  A Participant
                may, with the written approval of the Benefits Committee, make an
                assignment of a benefit for estate planning or similar purposes if
                the
                assignment does not cause the amount to be included in the Participant’s
                gross income or treated as a distribution for federal income tax
                purposes.  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.

            


    

    


    
      	
              9.03  

            	
              Section
                409A Compliance.  The Plan is intended to comply with IRC
                Section 409A and should be interpreted accordingly.  Any
                distribution election that would not comply with IRC Section 409A
                is not
                effective.  To the extent that a provision of this Plan does not
                comply with IRC Section 409A, such provision shall be void and without
                effect.  Textron does not warrant that the Plan will comply with
                IRC Section 409A with respect to any Participant or with respect
                to any
                payment, however.  In no event shall any Textron Company; any
                director, officer, or employee of a Textron Company; or any member
                of the
                Benefits Committee be liable for any additional tax, interest, or
                penalty
                incurred by a Participant or Beneficiary as a result of the Plan’s failure
                to satisfy the requirements of IRC Section 409A, or as a result of
                the
                Plan’s failure to satisfy any other requirements of applicable tax
                laws.

            


    

    


    
      	
              9.04  

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

            


    

    


    
      	
              9.05  

            	
              No
                Right to Employment.  Nothing contained in this 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
                of
                continued employment at any Textron
                Company.

            


    

    


    
      	
              9.06
 

            	
              Additional
                Conditions Imposed.  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.

            


    

    


    IN
      WITNESS WHEREOF, Textron Inc. has caused this amended and restated Plan to
      be
      executed by its duly authorized officer, to be effective as of January 1, 2008,
      except as otherwise provided in the Plan.

    
      	 	 
	 	
              TEXTRON
                INC.

            
	 	 
	
              By:

            	 
	 	
              George
                E. Metzger

            
	 	
              Vice
                President Human Resources

                    and
                Benefits

            
	 	 
	
              Date:

            	
                                                        ,
                2007

            


    

    
 

    


    
      	
               

              TEXTRON
                SPILLOVER SAVINGS PLAN

              ____________________________

              APPENDIX
                A

              ____________________________

              Defined
                Contribution Provisions

              of
                the

              Supplemental
                Benefits Plan for

              Textron
                Key Executives

              (As
                in effect before January 1, 2008)

               

            


    

    


    


    


    



            Textron
      Spillover Savings
      Plan      
      

            Appendix
      A — Key Executive
      Plan      
      

            
        


    Introduction

     

    
      	
              A.

            	
              Key
                Executive Plan

            


    

    
      	
               

            	
              (As
                in Effect Before January 1,
                2007)

            


    

     

    Before
      2007, the Supplemental Benefits Plan for Textron Key Executives (the “Key
      Executive Plan”) was a separate unfunded, nonqualified deferred compensation
      arrangement for designated key executives of Textron and its
      affiliates.  The Key Executive Plan supplemented key executives’
benefits under Textron’s tax-qualified defined benefit plans and tax-qualified
      defined contribution plans by providing benefits that exceeded the statutory
      limits under the Internal Revenue Code (“IRC”).  The Key Executive
      Plan also provided supplemental pension benefits based on certain elements
      of
      key executives’ compensation that were not included in pensionable compensation
      under the tax-qualified defined benefit plans.

     

    
      	
              B.

            	
              Supplemental
                Savings Plan for Textron Key
                Executives

            


    

    
      	
               

            	
              (Effective
                January 1, 2007)

            


    

     

    Effective
      January 1, 2007, the defined benefit portion of the Key Executive Plan was
      separated from the defined contribution portion of the Key Executive
      Plan.  The defined benefit portion of the Key Executive Plan continued
      as part of the Textron Spillover Pension Plan, and the defined contribution
      portion of the Key Executive Plan continued as a separate plan, the Supplemental
      Savings Plan for Textron Key Executives.

    


    
      	
              C.

            	
              Textron
                Spillover Savings Plan

            


    

    
      	
               

            	
              (Effective
                January 1, 2008)

            


    

     

    Effective
      January 1, 2008, the Supplemental Savings Plan for Textron Key Executives and
      the Textron Supplemental Savings Plan for Executives were merged to form the
      Textron Spillover Savings Plan.

     

    
      	
              D.

            	
              Key
                Executive Protected
                Benefits

            


    

    
      	
               

            	
              (Earned
                and Vested Before 2005)

            


    

     

    The
      portion of Appendix A that follows this Introduction sets forth the defined
      contribution provisions of the Key Executive Plan as in effect on October 3,
      2004, when IRC Section 409A was enacted as part of the American Jobs Creation
      Act of 2004, with certain modifications imposing additional restrictions on
      distributions and changing provisions for measuring investment
      returns.  Key Executives’ supplemental savings benefits that were
      earned and vested (within the meaning of Section 409A) before January 1, 2005,
      and any subsequent increase that is permitted to be included in such amounts
      under Section 409A (“Key Executive Protected Benefits”), are calculated and paid
      solely as provided in Appendix A, and are not subject to any other provisions
      of
      the Textron Spillover Savings Plan. 

     

    The
      Key
      Executive Protected Benefits are not intended to be subject to IRC Section
      409A.  No amendment to this Appendix A that would constitute a
“material modification” for purposes of Section 409A shall be effective unless
      the amending instrument states that it is intended to materially modify Appendix
      A and to cause the Key Executive Protected Benefits to become subject to Section
      409A.  Although the Key Executive Protected Benefits are not intended
      to be subject to Section 409A, no Textron Company (nor any director, officer,
      or
      other representative of a Textron Company) shall be liable for any adverse
      tax
      consequence suffered by a Participant or beneficiary if a Key Executive
      Protected Benefit becomes subject to Section 409A.

    


    
      	
              E.

            	
              Benefits
                Subject To Section 409A

            


    

    
      	
               

            	
              (Earned
                or Vested From 2005 Through
                2007)

            


    

     

    Supplemental
      savings benefits earned by Key Executives after 2004, and supplemental savings
      benefits that became vested after 2004, are subject to the provisions of IRC
      Section 409A.  To the extent that these benefits were earned under the
      Key Executive Plan before January 1, 2008, the benefits shall be calculated
      under the provisions of the Key Executive Plan set forth in this Appendix
      A.  However, any benefits earned or vested under the Key Executive
      Plan after 2004 shall be paid exclusively as provided in the Textron Spillover
      Savings Plan (not including any appendix to the Textron Spillover Savings Plan),
      and shall not be subject to any provision of Appendix A that relates to the
      payment or distribution of benefits.  Although the provisions of the
      Textron Spillover Savings Plan generally are effective as of January 1, 2008,
      the provisions that govern the distribution of benefits earned or vested after
      2004 under the Key Executive Plan are effective as of January 1,
      2005.

     

    Section
      6.02(c) of Appendix A requires a Participant to make an election by the end
      of
      2007 if the Participant wishes to request one of the distribution options in
      Section 6.02.  Section 1.08 of the Market Square Profit Sharing Plan
      Schedule requires a Participant to make an election by the end of 2007 if the
      Participant wishes to request one of the distribution options in Section
      1.08.  These election provisions are effective as of July 25, 2007,
      the date on which the Plan was adopted by the Board.

     

    Key
      Executive Plan

     

    The
      text
      that follows sets forth the defined contribution provisions of the Key Executive
      Plan as in effect on October 3, 2004, and as modified thereafter in certain
      respects that do not constitute “material modifications” for purposes of IRC
      Section 409A.  The defined terms in Appendix A relate only to the
      provisions set forth in Appendix A: they do not apply to any other provisions
      of
      the Textron Spillover Savings Plan, and terms defined elsewhere in the Textron
      Spillover Savings Plan do not apply to Appendix A.  No additional
      benefits shall accrue or be deferred under Appendix A after December 31,
      2007.

    


    Article
      I—Definitions

     

    In
      this
      Appendix, the following terms shall have the meanings set forth in this Article,
      unless a contrary or different meaning is expressly provided:

     

    
      	
              1.01

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

            


    

     

    
      	
              1.02

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

     

    
      	
              1.03

            	
              “ERISA”
                means the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

     

    
      	
              1.04

            	
              “Included
                Plan” means a Textron defined contribution plan specifically designated
                by
                the Management Committee under Article
                IV.

            


    

     

    
      	
              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

            	
              “Management
                Committee” means the Management Committee of
                Textron.

            


    

     

    
      	
              1.07

            	
              “Participant”
                means a Key Executive who is participating in this Plan pursuant
                to
                Article II and, unless the context clearly indicates to the contrary,
                a
                former Participant who is entitled to benefits under this
                Plan.

            


    

     

    
      	
              1.08

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

            


    

     

    
      	
              1.09

            	
              “Savings
                Plan” means the Textron Savings Plan, as amended and restated from time
                to
                time.

            


    

     

    
      	
              1.10

            	
              “Statutory
                Limit” means any limit on benefits under, or annual additions to,
                qualified plans imposed by Section 401(a)(17) or 415 of the Internal
                Revenue Codes of 1954 or 1986, as amended from time to
                time.

            


    

     

    
      	
              1.11

            	
              “Supplemental
                Shares” means fictional shares of Textron common stock accumulated and
                accounted for under this Plan for the purpose of determining the
                cash
                value of distributions and transfers from a Participant’s supplemental
                savings account.

            


    

     

    
      	
              1.12

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

            


    

     

    
      	
              1.13

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

            


    

     

    
      	
               

            	
              Article
                II—Participation

            


    

     

    
      	
              2.01

            	
              A
                Key Executive shall participate in this Plan if the annual additions
                to
                her accounts under the Savings Plan or any Included Plan are limited
                by
                one or more Statutory Limits.

            


    

     

    
      	
               

            	
              Article
                III—Supplemental Savings
                Benefits

            


    

     

    
      	
              3.01

            	
              Textron
                shall maintain a supplemental savings account and a fixed income
                account
                for each Participant who participates in the Savings Plan for making
                credits, payments, and transfers described in this
                Article.

            


    

     

    
      	
              3.02

            	
              A
                Participant who contributes at least 10% of eligible compensation
                to the
                Textron Savings Plan each month shall receive a supplemental savings
                credit.  Textron shall, as of the end of each calendar month,
                credit Supplemental Shares to each supplemental savings account,
                equal to
                the lost employer contribution for the month divided by the average
                of the
                composite closing prices of Textron common stock, as reported in
The
                Wall Street Journal for the month.  The lost employer
                contribution for the month shall be equal to the Participant’s Savings
                Plan eligible compensation for the month times the Participant’s Savings
                Plan election percentage (not to exceed 10%) times 50%, less the
                employer
                contribution made to the Participant’s Savings Plan Account for the
                month.

            


    

     

    
      	
               3.03

            	
              Textron
                shall, in each calendar quarter, credit Supplemental Shares to a
                Participant’s supplemental savings account equal in number to the number
                of shares of Textron common stock that would have been allocated
                on
                account of dividends to the Participant’s supplemental savings account as
                of that date, based on the average of the composite closing prices
                of
                Textron common stock, as reported in The Wall Street Journal for
                the month in which the date of record
                occurs.

            


    

     

    
      	
              3.04

            	
              Amounts
                in the fixed income account shall earn interest at a monthly interest
                rate
                that is one twelfth of the average for the calendar month of the
                Moody’s
                Corporate Bond Yield Index as published by Moody’s Investors Service, Inc.
                (or any successor thereto), or, if such monthly yield is no longer
                published, a substantially similar average selected by the Benefits
                Committee.  Interest shall be credited on the last day of each
                calendar month on the average daily balance of the fixed income account
                during the month.

            


    

     

    
      	
              3.05

            	
              A
                Participant who has terminated her Textron employment may, once each
                calendar month, elect to transfer, in 5% increments (with a minimum
                transfer of 10% of the supplemental savings account), effective the
                first
                calendar day of the month following the minimum notice of three business
                days, any amount in her supplemental savings account to her fixed
                income
                account.  The cash value transferred will be determined by
                multiplying the current value of Textron common stock by the number
                of
                whole and fractional Supplemental Shares in her supplemental savings
                account as of the end of the month in which the election is made
                times the
                percentage being transferred.  If any portion of a Participant’s
                accounts under the Savings Plan shall be forfeited, a proportionate
                part
                of the Participant’s Supplemental Shares also shall be
                forfeited.  The current value of a share of Textron common stock
                at the transfer date shall be the average of the composite closing
                prices,
                as reported in The Wall Street Journal, for the first ten trading
                days of the effective month.

            


    

     

    
      	
              3.06

            	
              The
                number of Supplemental Shares credited to a Participant’s account under
                this Article III shall be adjusted, without receipt of any consideration
                by Textron, on account of any stock split, stock dividend, or similar
                increase or decrease affecting Textron common stock, as if the
                Supplemental Shares were actual shares of Textron common
                stock.

            


    

     

    
      	
               

            	
              Article
                IV—Supplemental Included Plan
                Benefits

            


    

     

    
      	
              4.01

            	
              The
                Management Committee  may cause this Plan to provide
                supplemental benefits on account of an Included Plan by adopting
                a
                Schedule to this Plan.  The Schedule shall specify any special
                terms or conditions upon which the supplemental benefits shall be
                provided.  Except as specifically provided in a Schedule, all of
                the terms and conditions of this Plan shall apply to the Included
                Plan.

            


    

     

    
      	
               

            	
              Article
                V—Unfunded Plan

            


    

     

    
      	
              5.01

            	
              Benefits
                to be provided under this Plan are unfunded obligations of Textron.
                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 Participants to help finance its
                obligations under this Plan, 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.

            


    

     

    
      	
              5.02

            	
              This
                Plan is intended in part to provide benefits for a select group of
                management employees who are highly compensated, within the meaning
                of
                Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement
                Income Security Act of 1974, as amended (“ERISA”), and in part to be an
                excess benefit plan, pursuant to Section 3(36) of
                ERISA.

            


    

     

    
      	
              5.03

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

            


    

     

    
      	
               

            	
              Article
                VI—Plan Administration

            


    

     

    
      	
              6.01

            	
              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 6.05, 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.

            


    

     

    
      	
              6.02    

            	
              (a)    Except
                as provided in the following sentence, and in subsections (b), (c),
                and
                (d), below, the distribution of any account under Article III or
                Article
                IV shall be made at the same time, in the same manner, to the same
                persons
                and in the same proportions, as is made the payment or distribution
                under
                the related Savings Plan or Included Plan, or otherwise as determined
                by
                the Benefits Committee in its sole discretion. However, if a Participant’s
                supplemental savings account contains 50 or fewer Supplemental Shares
                at
                termination, such Participant’s supplemental savings account shall be paid
                in a single sum.  Textron may withhold from benefits and
                accounts under this Plan, any taxes or other amounts required by
                law to be
                withheld. Notwithstanding any provision to the contrary, no benefit
                shall
                be paid to any Participant while employed by
                Textron.

            


    

     

    
      	
                          

            	
              (b)    Each
                amount then credited to the accounts under Article III and Article
                IV
                shall become due and payable to the respective Participants and
                beneficiaries immediately upon a Change in Control as defined in
                Section
                7.03.

            


    

     

    (c)           Effective
      for payments commencing on or after January 1, 2008, the Benefits Committee
      has
      exercised its discretion pursuant to subsection (a) to determine that all
      distributions shall be made or shall commence at the time of a Participant’s
      termination of employment in one of the following forms of payment:

     

    (i)           A
      cash lump sum.

     

    (ii)           Annual
      installments in cash over a period not exceeding 15 years (or the Participant’s
      life expectancy, if less), calculated each year by dividing the Participant’s
      unpaid account balance as of January 1 of that year by the remaining number
      of
      unpaid installments.  If a Participant dies while receiving
      installment payments, the remaining installments will be paid in a lump sum
      to
      the Participant’s designated beneficiary.

     

    A
      Participant who wishes to request a form of payment must file an election,
      in a
      form acceptable to Textron, before December 31, 2007, to indicate her preferred
      form of payment; but all Participant elections shall be subject to the Benefits
      Committee’s discretion to change the elected form of
      payment.   If a Participant’s supplemental savings account
      contains 50 or fewer Supplemental Shares at termination, the Participant’s
      supplemental savings account shall be paid in a cash lump sum at the
      Participant’s termination of employment.  If a Participant who is
      still employed by a Textron Company fails to request a form of payment before
      the end of 2007, such Participant’s account shall be paid in a lump sum in cash
      six months after the Participant’s termination of employment.  If a
      Participant’s employment with all Textron Companies has terminated before the
      election deadline, and if the Participant fails to request a form of payment
      before the end of 2007, such Participant’s account shall be paid in a lump sum
      in cash in January 2008.

     

    (d)           Effective
      January 1, 2008, any payment to a beneficiary shall be made in a lump sum in
      the
      month following the Participant’s death (or in January 2008, if
      later).  If a beneficiary is receiving installment payments as of
      December 31, 2007, any remaining installments due after 2007 shall be aggregated
      and paid in a lump sum in January 2008.

     

    
      	
              6.03

            	
              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.

            


    

     

    
      	
              6.04

            	
              Textron
                may require proof of death or total disability of any Participant,
                former
                Participant or beneficiary and evidence of the right of any person
                to
                receive any Plan benefit.

            


    

     

    
      	
              6.05

            	
              Claims
                under this Plan shall be filed in writing with Textron, and shall
                be
                reviewed and resolved pursuant to the claims procedure in Section
                7.05 of
                the Textron Spillover Savings Plan.

            


    

     

    
      	
               

            	
              Article
                VII—Miscellaneous

            


    

     

    
      	
              7.01

            	
              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.

            


    

     

    
      	
              7.02

            	
              (a)       
                Textron
                shall recognize the right of an alternate payee named in a domestic
                relations order to receive all or a portion of a Participant’s benefit
                under the Plan, provided that (1) the domestic relations order would
                be a
                “qualified domestic relations order” within the meaning of IRC Section
                414(p) if IRC Section 414(p) were applicable to the Plan (except
                that the
                order may require payment to be made to the alternate payee before
                the
                Participant’s earliest retirement age), (2) the domestic relations order
                does not purport to give the alternate payee any right to assets
                of any
                Textron Company, (3) the domestic relations order does not purport to
                allow the alternate payee to defer payments beyond the date when
                the
                benefits assigned to the alternate payee would have been paid to
                the
                Participant, and (4) the domestic relations order does not require
                the
                Plan to make a payment to an alternate payee in any form other than
                a cash
                lump sum.

            
	
               

               

            	
               

              (b)            Except
                as provided in subsection (a) concerning domestic relations orders,
                no
                amount payable at any time under this Plan shall be subject in any
                manner
                to alienation, sale, transfer, assignment, pledge or encumbrance
                of any
                kind to the extent that the assignment or other action would cause
                the
                amount to be included in the Participant’s gross income or treated as a
                distribution for federal income tax purposes.  A Participant
                may, with the written approval of the Benefits Committee, make an
                assignment of a benefit for estate planning or similar purposes if
                the
                assignment does not cause the amount to be included in the Participant’s
                gross income or treated as a distribution for federal income tax
                purposes.  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

            


    

     

    
      	
              7.03

            	
              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:

            


    

     

    
      	
               

            	
              (1)

            	
              shall
                reduce an amount credited to any supplemental account under Article
                III or
                Article IV of this Plan immediately before the effective date of
                the
                amendment, modification, suspension or termination;
                or

            


    

     

    
      	
               

            	
              (2)

            	
              shall
                be made to Section 6.02 or 7.03 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 and to pay prejudgment interest
                on any recovery as provided in Section 7.06 of the Textron Spillover
                Savings Plan.

            


    

     

    
      	
               

            	
              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 (other than by acquisition from
                Textron or a related company) 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 Textron’s stockholders 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) stockholders of Textron approve a merger or
                consolidation of Textron with any other corporation, other than a
                merger
                or 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.

            


    

     

    
      	
              7.04

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

            


    

     

    
      	
              7.05

            	
              Nothing
                contained in this 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.

            


    

     

    
      	
              7.06

            	
              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.

            


    

     

    
 

    
      	
               

              TEXTRON
                SPILLOVER SAVINGS PLAN

              ____________________________

              APPENDIX
                A

              ____________________________

              Market
                Square Profit Sharing Plan Schedule

              (As
                in effect before January 1, 2008)

               

            


    

    


    


    
 

    Textron
      Spillover Savings Plan

    Appendix
      A — Key Executive Plan

    Market
      Square Profit Sharing Plan Schedule

     

    This
      Schedule to the Supplemental
      Benefits Plan for Textron Key Executives (the “Key Executive Plan”) was restated
      effective January 1, 2000, pursuant to Article IV of the Key Executive
      Plan.  The Schedule is included herein as part of Appendix A to the
      Textron Spillover Savings Plan.  Appendix A sets forth the defined
      contribution provisions of the Key Executive Plan as in effect on October 3,
      2004.

     

    
      	
              1.01

            	
              “Market
                Square Plan” means The Market Square Profit Sharing Plan, as amended and
                restated from time to time.

            


    

     

    
      	
              1.02

            	
              Textron
                shall maintain a stock unit account and a fixed income account for
                each
                participant for making credits, payments, and transfers described
                in this
                Schedule.

            


    

     

    
      	
              1.03

            	
              Textron
                shall, in each calendar quarter, credit Supplemental Shares to a
                Participant’s stock unit account equal in number to the number of shares
                of Textron common stock that would have been allocated on account
                of
                dividends to the Participant’s stock unit account as of that date, based
                on the average of the composite closing prices of Textron common
                stock, as
                reported in The Wall Street Journal for the month in which the
                date of record occurs.

            


    

     

    
      	
              1.04

            	
              Amounts
                in the fixed income account shall earn interest at a monthly interest
                rate
                that is the average for the calendar month of the Moody’s Corporate Bond
                Yield Index as published by Moody’s Investors Service, Inc. (or any
                successor thereto), or, if such monthly yield is no longer published,
                a
                substantially similar average selected by the Benefits
                Committee.  Interest shall be credited on the last day of each
                calendar month on the average daily balance of the fixed income account
                during the month.

            


    

     

    
      	
              1.05

            	
              A
                Participant who has terminated her Textron employment may, once each
                calendar month, elect to transfer, in 5% increments (with a minimum
                transfer of 10% of the stock unit account), effective the first calendar
                day of the month following the minimum notice of three business days,
                any
                amount in her stock unit account to her general fund
                account.  The cash value transferred will be determined by
                multiplying the current value of Textron common stock by the number
                of
                whole and fractional Supplemental Shares in her stock unit account
                as of
                the end of the month in which the election is made times the percentage
                being transferred.  The current value of a share of Textron
                common stock at the transfer date shall be the average of the composite
                closing prices, as reported in The Wall Street Journal, for the
                first ten trading days of the effective
                month.

            


    

     

    
      	
              1.06

            	
              The
                number of Supplemental Shares credited to a Participant’s account under
                this schedule shall be adjusted, without receipt of any consideration
                by
                Textron, on account of any stock split, stock dividend, or similar
                increase or decrease affecting Textron common stock, as if the
                Supplemental Shares were actually shares of Textron common
                stock.

            


    

     

    
      	
              1.07

            	
              Subject
                to Section 1.08, below, benefits shall become payable upon the
                Participant’s termination of Textron employment or such other time as
                determined by the Benefits Committee in its sole
                discretion.  Textron, upon the written instructions of the
                Benefits Committee or its designee, shall distribute the benefits
                in
                accordance with any one or a combination of the following methods
                after
                considering any method of payment requested by the Participant or
                by the
                beneficiaries entitled to receive the
                benefits:

            


    

     

    
      	
              (1)  
                

            	
              Payment
                in a single sum.

            


    

     

    
      	
              (2)  
                

            	
              Payment
                in a number of annual installments, each payable as soon as practicable
                after the end of each successive calendar year, over a period not
                exceeding the life expectancy of the payee or his primary beneficiary
                (whichever is greater) determined as of the  date on which the
                benefits first became payable.  The annual installments shall be
                calculated each year by dividing the unpaid amount of the benefits
                as of
                January 1 of that year by the remaining number of unpaid
                installments.  Plan benefits payable under Section 1.07 shall
                begin to be paid not later than April 1 of the calendar year that
                begins
                after the date the Participant attains or would have attained age
                701⁄2.

            


    

     

    
      	
              1.08

            	
              Effective
                for payments commencing on or after January 1, 2008, the Benefits
                Committee has exercised its discretion pursuant to Section 1.07 to
                determine that all distributions shall be made or shall commence
                at the
                time of a Participant’s termination of employment (or in January 2008, if
                later) in one of the following forms of
                payment:

            


    

     

    (i)           A
      cash lump sum.

     

    (ii)           Annual
      installments in cash over a period not exceeding 15 years (or the Participant’s
      life expectancy, if less), calculated each year by dividing the Participant’s
      unpaid account balance as of January 1 of that year by the remaining number
      of
      unpaid installments.  If a Participant dies while receiving
      installment payments, the remaining installments will be paid in a lump sum
      to
      the Participant’s designated beneficiary.

     

    A
      Participant who wishes to request a form of payment must file an election,
      in a
      form acceptable to Textron, before December 31, 2007, to indicate her preferred
      form of payment; but all Participant elections shall be subject to the Benefits
      Committee’s discretion to change the elected form of
      payment.   If a Participant who is still employed by a Textron
      Company fails to request a form of payment before the end of 2007, such
      Participant’s account shall be paid in a lump sum in cash six months after the
      Participant’s termination of employment.  If a Participant’s
      employment with all Textron Companies has terminated before the election
      deadline, and if the Participant fails to request a form of payment before
      the
      end of 2007, such Participant’s account shall be paid in a lump sum in cash in
      January 2008.

     

    Effective
      January 1, 2008, any payment to a beneficiary shall be made in a lump sum in
      the
      month following the Participant’s death (or in January 2008, if
      later).  If a beneficiary is receiving installment payments as of
      December 31, 2007, any remaining installments due after 2007 shall be aggregated
      and paid in a lump sum in January 2008.