Amendment No. 1 to Textron Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2007)

Summary

This amendment, effective July 23, 2008, modifies the Textron Inc. 2007 Long-Term Incentive Plan. It clarifies that awards of restricted stock, restricted stock units, performance stock, or performance share units will not be considered to lack a minimum restriction period if they vest early due to a participant’s death, disability, retirement (including early retirement), or a change of control. The amendment ensures these circumstances do not affect the plan’s compliance with minimum vesting requirements.

EX-10.1 2 amendmentto2007ltip.htm AMENDMENT TO 2007 LTIP amendmentto2007ltip.htm

EXHIBIT 10.1

AMENDMENT NO. 1 TO

TEXTRON INC.

2007 LONG-TERM INCENTIVE PLAN

(AMENDED AND RESTATED AS OF MAY 1, 2007)

Pursuant to Section 16 of the Textron Inc. 2007 Long-Term Incentive Plan

(Amended and Restated as of May 1, 2007) (the "Plan"), Textron Inc. hereby amends the

Plan, effective July 23, 2008, as follows:

1. Section 8(a) of the Plan is hereby amended to add the following sentence

at the end of such section:

Awards of Restricted Stock or Restricted Stock Units shall not be deemed to

lack a minimum period of restriction solely because they vest before the end of

the period in the event of the Participant’s death, disability or retirement,

including Early Retirement, or in the event of a Change of Control.

2. Section 10(a) of the Plan is hereby amended to add the following sentence

at the end of such section:

Awards of Performance Stock or Performance Share Units shall not be deemed

to lack a minimum period of restriction solely because they vest before the end

of the period in the event of the Participant’s death, disability or retirement,

including Early Retirement, or in the event of a Change of Control.