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EXHIBIT 10.2
Amendment No. 1 to
Textron Spillover Pension
Plan
WHEREAS, Textron Inc. wishes to amend the
Textron Spillover Pension Plan to provide
an additional
pension benefit to certain executives designated by the Chief
Executive Officer;
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NOW, THEREFORE, IT IS RESOLVED, that the Textron
Spillover Pension Plan be,
and it hereby
is, amended as follows, effective July 23, 2008:
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1. Section 3.01 is amended by adding
the following sentence to the end of that section:
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“In addition to the benefit described in
the preceding sentence, a Participant who is
designated
pursuant to Appendix C shall be eligible to receive a wrap-around
pension benefit
determined as
provided in Appendix C, subject to the vesting requirements and
other terms and
conditions
specified in Appendix C.”
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2. A new Appendix C is added to the
Plan in the form attached hereto as Exhibit A .
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Exhibit A
Textron
Spillover Pension Plan
Appendix
C — Wrap-Around Pension Benefits
In addition to
any other benefit to which a Participant is entitled under the
Plan, a Participant hired on or after January 1, 2008, who is
designated by Textron’s Chief Executive Officer (or who is
designated by the Organization and Compensation Committee of the
Board, in the case of a Participant who is the Chief Executive
Officer) shall be eligible to receive a wrap-around pension benefit
calculated as provided in this Appendix C. The
wrap-around pension benefit shall be subject to the vesting
requirements and other terms and conditions set forth in this
Appendix C and in any offer letter or other written document (each,
an “Offer Letter”) that describes the terms approved by
the Chief Executive Officer or by the Organization and Compensation
Committee of the Board.
B. Additional
Service Credit
The wrap-around
pension benefit shall be calculated by adding to the benefit
accrual service credited under the Participant’s Pension Plan
the number of additional years of benefit accrual service
identified in the Offer Letter. The additional benefit
accrual service shall be treated as if it were credited service
earned with Textron in calculating the amount of the
Participant’s spillover pension benefit under Section 3.01(a)
of the Plan. Unless the Offer Letter provides otherwise,
the additional benefit accrual service shall not be taken into
account in determining the amount of the participant’s actual
Pension Plan benefit under Section 3.01(b) of the
Plan. Except as provided in the following paragraph
concerning the lump-sum ratio, the wrap-around pension benefit
shall be included (to the extent vested under Section D, below) in
determining the amount of any survivor benefit, ancillary benefit,
or other benefit under the Plan that is based on the retirement
benefit determined in Section 3.01.
Unless the
Offer Letter provides otherwise, the lump-sum ratio described in
Section 5.04(c) of the Plan shall apply only to the
Participant’s benefit calculated under Section 3.01 without
regard to this Appendix C. The value of the wrap-around
pension benefit shall not be taken into account in calculating the
lump-sum ratio, and the wrap-around pension benefit shall not be
eligible for a lump-sum enhancement or for payment in a lump sum
under Section 5.04(c).
Unless the
Offer Letter provides
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