Exhibit 10.1


    


    Exhibit
      10.1

    


    Description
      of Textron Spillover Pension Plan

    


    Textron’s
      Board of Directors adopted a resolution on September 27, 2006 that approved
      the
      following actions, effective as of January 1, 2007: 

    
      	(1)  	
              To
                amend the Supplemental Benefits Plan for Textron Key Executives to
                divide
                it into two separate plans: the Textron Spillover Pension Plan (which
                would consist of the supplemental pension benefits), and the Supplemental
                Savings Plan for Textron Key
                Executives;

            


    

    
      	(2)  	
              To
                direct the Management Committee of the company to amend the Textron
                Supplemental Benefits Plan for Executives to effect a similar division;
                

            


    

    
      	(3)  	
              To
                combine the defined benefit portions of these plans to form the Textron
                Spillover Pension Plan; and

            


    

    
      	(4)  	
              To
                amend the benefit formula and related provisions of the Textron Spillover
                Pension Plan as approved in the Board
                resolution.

            


    

    


    Pending
      finalization of the Plan document, the following describes the provisions of
      the
      Textron Spillover Plan. 

    


    Textron
      is merging the pension provisions of two non-qualified pension plans (formerly,
      the Supplemental Benefits Plan for Textron Key Executives and The Textron
      Supplemental Benefits Plan for Executives, collectively the “Existing
      Supplemental Plans”) into a single non-qualified plan to be known as the
“Textron Spillover Pension Plan”. This new plan will be effective January 1,
      2007. Textron’s Executive Officers participate in The Supplemental Benefits Plan
      for Textron Key Executives, which was previously filed as Exhibit 10.3 to
      Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004.
      The Textron Spillover Pension Plan, like the Existing Supplemental Plans, is
      a
      non-qualified plan designed to “make-whole” the pension benefit for employees
      whose benefits under the qualified plan have been limited by the eligible
      qualified plan compensation limitations set forth by Section 401(a)(17) of
      the
      Internal Revenue Code.

    


    Eligibility
      

    The
      Textron Spillover Pension Plan (the “Spillover Plan”) will cover executives who
      satisfy the eligibility conditions formerly set forth in either of the Existing
      Supplemental Plans. Specifically, any Executive that either:

    
      	(1)  	
              is
                designated by Textron’s Chief Executive Officer and Chief Human Resources
                Officer and whose compensation exceeds limits under IRC Section
                401(a)(17), or

            


    

    
      	(2)  	
              is
                the recipient of pensionable compensation that is otherwise deferred
                under
                certain deferred income plans for executives,


            


    

     

    will
      participate if his/her benefits or annual accruals under Textron’s qualified
      plans are limited by the limits set forth by Section 401(a)(17) of the Internal
      Revenue Code. 

     

    


    Pension
      Benefit

    The
      Spillover Plan will provide a benefit of 1-1/3% times final average
      compensation, times years of service after December 31, 2006, minus the amount
      of benefit payable under the qualified plan. The plan does not limit the number
      of years of service credited to participants. Final average compensation is
      equal to the highest average annual compensation of any five consecutive years
      during the employee’s career. 

    


    Employees
      who are participants in the Existing Supplemental Plans as of December 31,
      2006,
      and who are currently vested or will vest in the qualified plan, will be
      grandfathered in their existing formula. Upon retirement, the Spillover Plan
      will provide such participants the greater of what they would have received
      under the applicable Existing Supplemental Plan’s formula or under the Spillover
      Plan’s new pension benefit formula, as described herein. Because of these
      grandfather provisions, benefits payable to Textron’s current executive officers
      under the Spillover Plan are not expected to differ from what they would have
      received under the Existing Supplemental Plans. 

    


    Eligible
      Earnings

    Final
      average compensation for the Spillover Plan will mirror the definition in the
      qualified Textron Retirement Plan, plus any deferred compensation, and normally
      will include annual incentive compensation actually paid in the year being
      calculated. However, for 2006, final average compensation for employees who
      currently participate in the Key Executive plan will include the higher of
      the
      annual incentive compensation paid in 2006 or annual incentive compensation
      paid
      in 2007 for service in 2006. 

    


    Lump-sum
      payout feature 

    The
      Spillover Plan allows for a lump-sum payout of a portion of the accrued benefit
      at the executive’s election, based upon the portion of the participant’s
      qualified plan benefits that is attributable to the defined contribution plan
      account at termination. The remainder of benefits are payable in the form of
      a
      monthly payment.

    


    Automatic
      cash-out 

    Individuals
      with less than a $100,000 present value of accrued liability will automatically
      be cashed-out of the plan upon termination. This cash-out provision applies
      only
      to the present value of accrued benefit for service after December 31,
      2006.