Exhibit 10




Exhibit 10.1


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement") is
entered into as of this 6th day of February, 2003 by and between
Textron Inc. (the "Company"), a Delaware corporation having its
principal office at 40 Westminster Street, Providence, Rhode Island 02903 and
Steven R. Loranger residing at 8102 North 53rd Place, Paradise
Valley, Arizona 85253 (the "Executive").


W I T N E S S E T H:

WHEREAS, the Company desires to employ the Executive and the
Executive is willing to be employed by the Company; and

WHEREAS, the Company and the Executive desire to set forth
the terms and conditions of such employment,

NOW THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements of the parties set forth in this Agreement, and
of other good and valuable consideration, the adequacy and receipt of which is
acknowledged, the parties hereto agree as follows:


1. Term of Employment


The Company hereby agrees to employ the Executive and the
Executive hereby accepts employment, in accordance with the terms and conditions
set forth herein, for a term (the "Employment Term") commencing on the
date hereof (the "Effective Date") and terminating, unless otherwise
terminated earlier in accordance with Section 5 hereof, on the third anniversary
of the Effective Date (the "Original Employment Term"), provided that
the Employment Term shall be automatically extended, subject to earlier
termination as provided in Section 5 hereof, for successive additional one (1)
year periods (the "Additional Terms"), unless, at least ninety (90)
days prior to the end of the Original Employment Term or the then Additional
Term, the Company or the Executive has notified the other in writing that the
Employment Term shall terminate at the end of the then current term.


2. Position and Responsibilities


During the Employment Term, the Executive shall serve as the
Executive Vice President and Chief Operating Officer of the Company or in such
higher capacity as agreed by the Company and the Executive. The Executive shall
also serve as a member of the Management Committee (or any equivalent committee
or group as may replace the Management Committee from time to time) and the
Transformation Leadership Team or any successor body thereto ("TLT").
The Executive shall report exclusively to the Chief Executive Officer and the
Board of Directors of the Company (the "Board"). The Executive shall,
to the extent appointed or elected, serve on the Board as a director and as a
member of any committee of the Board, in each case, without additional
compensation. The Executive shall, to the extent appointed or elected, serve as
a director or as a member of any committee of the board (or the equivalent
bodies in a non-corporate subsidiary or affiliate) of any of the
Company's subsidiaries or affiliates and as an officer or employee (in a
capacity commensurate with his position with the Company) of any such
subsidiaries or affiliates, in all cases without additional compensation or
benefits, and any compensation paid to the Executive, or benefits provided to
the Executive, in such capacities shall be a credit with regard to the amounts
due hereunder from the Company. The Executive shall have duties, authorities and
responsibilities generally commensurate with the duties, authorities and
responsibilities of persons in similar capacities in similarly sized companies,
subject to the By-laws and organizational structure of the Company. The
Executive shall devote substantially all of his business time, attention and
energies to the performance of his duties hereunder, provided the foregoing will
not prevent the Executive from participating in charitable, community or
industry affairs, from managing his and his family's personal passive
investments, and (with the consent of the Chief Executive Officer or the
Organization and Compensation Committee (or its successor) of the Board (the
"O&C Committee"), which consent will not be unreasonably withheld,
conditioned or delayed) serving on the board of directors of other companies, provided
in each case that these activities do not materially interfere with the
performance of his duties hereunder or create a potential business conflict or
the appearance thereof. The Executive may retain any compensation or benefits
received as a result of service as a director of any entity that is not related
to, affiliated with, or in a business relationship with the Company, provided
that the Company has provided its prior consent to such service in accordance
with this Section 2.


3. Compensation and Benefits


During the Employment Term, the Company shall pay and provide
the Executive the following:

        
        
        3.1 Base Salary. The Company shall pay the
        Executive an initial annualized base salary (the "Base
        Salary") at a rate of $650,000.00. Base Salary shall be paid to the
        Executive in accordance with the Company's normal payroll
        practices for executives. Base Salary shall be reviewed at least
        annually by the O&C Committee (or as otherwise designated by the
        Board) to ascertain whether, in the judgment of the reviewing committee,
        such Base Salary should be increased. If so increased, Base Salary shall
        not be thereafter decreased and shall thereafter, as increased, be the
        Base Salary hereunder.

        
        3.2 Sign-Up Payment and Annual Bonus.

  
        
        (a) Sign-Up Payment.     Executive
        shall receive as a "sign-up payment," within ten (10)
        days following the Effective Date, $450,000, payable $225,000 in cash
        and $225,000 as deferred compensation recorded on behalf of the
        Executive in the Moody's Account of the Textron Deferred Income
        Plans.

        (b) Annual Incentive Compensation Bonus.     The
        Company shall provide the Executive with the opportunity to earn an
        annual cash bonus under the Company's current annual incentive
        compensation plan for executives or a replacement plan therefor at a
        level commensurate with his position, provided, however
        that the minimum annual target award payable upon the achievement of
        reasonably attainable objective performance goals shall be at least 65%
        of Base Salary, with a maximum payment of two hundred percent (200%) of
        Executive's target. The Executive's participation in the
        annual incentive compensation bonus plan shall commence as of January 1,
        2003.

        
  

        3.3 Long-Term Incentives. The Company
        shall provide the Executive the opportunity to earn long-term
        incentive awards under the current equity and cash based plans and
        programs or replacements therefor on a basis no less favorable to the
        Executive than awards to other senior executive officers, including the
        following awards:

  
        (a) Options. On the Effective Date the Company
        shall grant the Executive stock options under the Textron
        Long-Term Incentive Plan (the "Long-Term Incentive
        Plan") to purchase one hundred fifty thousand (150,000) shares of
        the Company's common stock (the "Company Stock") at an
        exercise price per share equal to the fair market value per share of the
        Company Stock at the time of grant (the "Initial Stock
        Options"). Initial Stock Options for 75,000 shares of Company Stock
        shall be considered to be a special hiring grant; the balance of the
        Initial Stock Options shall be considered as a grant pursuant to the
        normal procedures of the Long Term Incentive Plan. In addition to the
        grant of the Initial Stock Options, on January 2, 2003, the Company
        shall grant the Executive additional stock options under the
        Long-Term Incentive Plan to purchase ninety thousand (90,000)
        shares of Company Stock at an exercise price per share equal to the fair
        market value of the Company Stock at the date of such grant (such stock
        options, together with the Initial Stock Options, the "Stock
        Options"). Fifty percent (50%) of all Stock Options shall vest on
        the one year anniversary of their respective date of grant, and the
        remainder shall vest on the second anniversary of their respective date
        of grant, provided in each case the Executive is then employed by the
        Company. The Stock Options shall terminate on the tenth anniversary of
        their respective date of grant. The Stock Options will be granted
        pursuant to Non-Qualified Stock Option Award Agreements or
        Incentive Stock Option Award Agreements, as applicable, and in each case
        shall be in all respects subject to the provisions of such agreements
        and the Company's Long-Term Incentive Plan except as
        otherwise expressly provided for herein.

        (b) Performance Share Units. The Company shall
        grant the Executive performance share units ("PSUs") under the
        Company's Long-Term Incentive Plan as follows: fifteen
        thousand (15,000) PSUs for a one (1) year award period ending December
        31, 2003; twenty thousand (20,000) PSUs for a two (2) year award period
        ending December 31, 2004; and twenty-five thousand (25,000) PSUs
        for a three (3) year award period ending December 31, 2005. Each award
        period shall commence as of January 1, 2003.

        (c) Restricted Stock
        Units. The Executive shall be entitled to receive restricted stock
        equivalents ("RSUs") as set forth in the "Restricted
        Stock Equivalent Awards, November 1, 2002" attached hereto as
        Exhibit B.

        
  

        3.4 Employee Benefits.

        
  
        (a) The Executive shall, to the extent eligible, be
        entitled to participate at a level commensurate with his position in all
        employee benefit welfare and retirement plans and programs, as well as
        equity plans, generally provided by the Company to its senior executives
        in accordance with the terms thereof as in effect from time to time.
        Such plans and programs currently include the Textron Key Executive
        Benefits Program, including the Deferred Income Plan, the Supplemental
        Benefits Plan (the "SBP"), the Survivor Benefit Plan, an
        executive automobile, club membership and financial planning and tax
        preparation, an annual physical, the Company's savings and
        pension plan and medical and life insurance.

        (b) The Executive shall also participate in the
        Supplemental Retirement Plan for Textron, Inc. Key Executives (the
        "SERP") pursuant to which he shall be entitled to receive a
        single life annuity upon his retirement from the Company at or after his
        reaching age sixty-five (65) equal to fifty percent (50%) of his
        highest consecutive five (5) year average compensation. A reduced
        benefit is available if the Executive retires from the Company at or
        after age sixty (60) and prior to age 65. The cash value of the PSUs
        actually paid or deferred under the Long-Term Incentive Plan
        shall be treated as compensation in the year paid (or the year in which
        PSUs would have been paid but for the deferral) for purposes of
        calculating the Executive's SERP benefit. The SERP
        benefit shall be reduced by any amounts payable to Executive under any
        other Company or prior employer defined benefit pension arrangement.

        (c) The Executive shall be entitled to receive a
        special pension arrangement in the event of his retirement from the
        Company prior to his reaching the age of 60. In such event, instead of
        the Company's calculating the Executive's pension in
        accordance with the provisions of the Company's otherwise
        applicable pension plan, the Company instead shall calculate the
        Executive's pension in accordance with the applicable pension
        plans at the Executive's former employer Honeywell International
        Inc. ("Honeywell"), provided, however, that instead of
        using the Executive's applicable compensation as paid to him by
        Honeywell prior to his departure in such calculation, the Company (i)
        shall substitute therefor the applicable compensation paid to him by the
        Company (excluding therefrom the cash value of any PSUs paid or deferred
        to or on behalf of the Executive pursuant to the Company's
        Long-Term Incentive Plan), and (ii) shall combine the
        Executive's years of service at both Honeywell and the Company.
        The Executive may elect to commence the payment of the special pension
        benefits under this paragraph at any time on or after the earliest date
        on which he could elect to receive payment of pension benefits from
        Honeywell (assuming he had continued in the employ of Honeywell) and in
        any form permitted under the Honeywell pension plans, adjusted in each
        case for early commencement or alternative payment forms in accordance
        with the factors that would be applicable under the Honeywell plans if
        the Executive had continued in the employ of Honeywell. The Company
        shall then pay to the Executive as a monthly pension benefit the
        difference between (A) the results of such calculation and (B) and
        amount equal to the monthly pension benefit that the Executive is
        entitled to receive from Honeywell based on his years of service at
        Honeywell through the date of his departure therefrom.

        
  

        3.5 Vacation. The Executive shall be entitled to
        paid vacation in accordance with the standard written policies of the
        Company with regard to vacations of executives, but in no event less
        than four (4) weeks per calendar year.

        
        3.6 Perquisites. The Company shall provide to the
        Executive, at the Company's cost, all perquisites to which other
        senior executives of the Company are generally entitled to receive and
        such other perquisites that are suitable to the character of the
        Executive's position with the Company and adequate for the
        performance of his duties hereunder. To the extent legally permissible,
        the Company shall not treat such amounts as income to the Executive.

        
        3.7 Relocation.     The
        Company shall purchase, or cause to be purchased, the
        Executive's principal residence at its fair market value, shall
        reimburse the Executive for all reasonable costs of relocation,
        including expenses incurred with respect to the home purchase and moving
        expenses (including expenses of moving furniture from his second home at
        any time prior to the first anniversary of the Effective Date) and shall
        provide a gross-up payment equal to the taxes incurred by the
        Executive on such reimbursement and payment.

        
        3.8 Right to Change Plans. The Company shall not
        be obligated by reason of this Section 3 to institute, maintain, or
        refrain from changing, amending, or discontinuing any benefit plan,
        program, or perquisite, so long as such changes are similarly applicable
        to senior executive employees generally; provided, however, that no such
        change shall impair any award made to the Executive prior to the date
        such change is adopted by the Company or reduce the pension benefits to
        which the Executive is entitled under Section 3.4(b) and (c) above.

        


4. Expenses


Upon submission of appropriate documentation, in accordance
with its policies in effect from time to time, the Company shall pay, or
reimburse, the Executive for all ordinary and necessary expenses, in a
reasonable amount, that the Executive incurs in performing his duties under this
Agreement, including travel, entertainment, professional dues and subscriptions,
and all dues, fees, and expenses associated with membership in various
professional, business, and civic associations and societies in which the
Executive participates in accordance with the Company's policies in
effect from time to time.


5. Termination of Employment


The Executive's employment with the Company
(including but not limited to any subsidiary or affiliate or the Company) and
the Employment Term shall terminate upon the occurrence of the first of the
following events:


  
        (a) Automatically on the date of the
        Executive's death.

        (b) Upon thirty (30) days written notice by the
        Company to the Executive of a termination due to Disability, provided
        such notice is delivered during the period of Disability. The term
        "Disability" shall mean, for purposes of this Agreement, the
        inability of the Executive, due to injury, illness, disease or bodily or
        mental infirmity, to engage in the performance of his material duties of
        employment with the Company as contemplated by Section 2 herein for a
        period of more than one hundred eighty (180) consecutive days or for a
        period that is reasonably expected to exist for a period of more than
        one hundred eighty (180) consecutive days, provided that interim returns
        to work of less than ten (10) consecutive business days in duration
        shall not be deemed to interfere with a determination of consecutive
        absent days if the reason for absence before and after the interim
        return are the same. The existence or non-existence of a
        Disability shall be determined by a physician agreed upon in good faith
        by the Executive (or his representatives) and the Company. It is
        expressly understood that the Disability of the Executive for a period
        of one hundred eighty (180) consecutive days or less shall not
        constitute a failure by him to perform his duties hereunder and shall
        not be deemed a breach or default and the Executive shall receive full
        compensation for any such period of Disability or for any other
        temporary illness or incapacity during the term of this Agreement.

        (c) Immediately upon written notice by the Company to
        the Executive of a termination due to his retirement at or after the
        Executive's attainment of age sixty-five (65).

        (d) Immediately upon written notice by the Company to
        the Executive of a termination for Cause, provided such notice is given
        within ninety (90) days after the discovery by the Board or the Chief
        Executive Officer of the Cause event and has been approved by
        two-thirds of the members of the Board at a meeting at which the
        Executive and his counsel had the right to appear and address such
        meeting after receiving at least five (5) business days written notice
        of the meeting and reasonable detail of the facts and circumstances
        claimed to provide a basis for such termination. The term
        "Cause" shall mean, for purposes of this Agreement: (i) an act
        or acts of willful misrepresentation, fraud or willful dishonesty (other
        than good faith expense account disputes) by the Executive that in any
        case is intended to result in his or another person or entity's
        substantial personal enrichment at the expense of the Company; (ii) any
        willful misconduct by the Executive with regard to the Company, its
        business, assets or employees that has, or was intended to have, a
        material adverse impact (economic or otherwise) on the Company;
        (iii) any material, willful and knowing violation by the
        Executive of (x) the Company's Business Conduct
        Guidelines, or (y) any of his fiduciary duties to the Company that in
        either case has, or was intended to have, a material adverse impact
        (economic or otherwise) on the Company; (iv) the willful or reckless
        behavior of the Executive with regard to a matter of a material nature
        that has a material adverse impact (economic or otherwise) on the
        Company; (v) the Executive's willful failure to attempt to
        perform his duties under Section 2 hereof or his willful failure to
        attempt to follow the legal written direction of the Board, that in
        either case is not remedied within ten (10) days after receipt by the
        Executive of a written notice from the Company specifying the details
        thereof; (vi) the Executive's conviction of, or pleading nolo
        contendere or guilty to, a felony (other than (x) a traffic
        infraction or (y) vicarious liability solely as a result of his
        position, provided that, with respect to such vicarious
        liability, the Executive did not have actual knowledge of the actions or
        inactions creating the violation of the law or the Executive relied in
        good faith on the advice of counsel with regard to the legality of such
        action or inaction (or the advice of other specifically qualified
        professionals as to the appropriate or proper action or inaction to take
        with regard to matters that are not matters of legal interpretation));
        or (vii) any other material breach by the Executive of this Agreement
        that is not cured by the Executive within twenty (20) days after receipt
        by the Executive of a written notice from the Company of such breach
        specifying the details thereof. No action or inaction shall be deemed
        willful if not demonstrably willful or if taken or not taken by the
        Executive in good faith as not being adverse to the best interests of
        the Company. Reference in this paragraph (d) to the Company shall also
        include direct and indirect subsidiaries of the Company, and materiality
        and material adverse impact shall be measured based on the action or
        inaction and the impact upon, and not the size of, the Company taken as
        a whole, provided that after a Change in Control, the size of the
        Company, taken as a whole, shall be a relevant factor in determining
        materiality and material adverse impact.

        (e) Upon written notice by the Company to the
        Executive of an involuntary termination without Cause. A notice by the
        Company of non-renewal of the Employment Term pursuant to
        Section 1 above shall be deemed an involuntary termination of the
        Executive by the Company without Cause as of the end of the Employment
        Term, but the Executive may terminate at any time after the receipt of
        such notice and shall be treated as if he was terminated without Cause
        as of such date.

        (f) Upon twenty (20) days written notice by the
        Executive to the Company of a termination for Good Reason (which notice
        sets forth in reasonable detail the facts and circumstances claimed to
        provide a basis for such termination) unless the Good Reason event is
        cured within such twenty (20) day period. The term "Good
        Reason" shall mean, for purposes of this Agreement, without the
        Executive's express written consent, the occurrence of any one
        or more of the following: (i) the assignment to the Executive (other
        than temporarily while Disabled or otherwise incapacitated) of duties
        materially inconsistent with the Executive's then authority,
        duties, responsibilities, and status (including offices, titles, and
        reporting requirements), or any material reduction in the
        Executive's then title, position (including membership on the
        Management Committee, the TLT or the equivalent of either) or reporting
        lines or a material reduction (other than temporarily while Disabled or
        otherwise incapacitated) in his then status, authority, duties or
        responsibilities (or, should the Company be reorganized such that it
        becomes a subsidiary or controlled party of any other entity, the
        Executive's not holding authority, duties, responsibilities,
        status, offices, titles or reporting lines in such parent or controlling
        party at least commensurate with those held by him at the Company
        immediately prior to such reorganization) or, if then a director of the
        Company, failure to be nominated or reelected as a director of the
        Company or removal as such; provided, however, that it is not
        intended hereby that any incidental reallocation or reassignment of
        personnel or minor changes in the areas reporting to the Executive (so
        long as such changes are not core functions of Executive's
        responsibilities) shall constitute Good Reason for the
        Executive's resignation unless the cumulative result of such
        actions is to so modify the Executive's role so as to make it
        materially different from such role immediately prior to such actions;
        (ii) relocation of (A) the Executive from the principal office of the
        Company (excluding reasonable travel on the Company's business
        to an extent substantially consistent with the Executive's
        business obligations) or (B) the principal office of the Company to a
        location that is at least fifty (50) miles from the Company's
        current headquarters, provided, however, in the case of
        clause (B), if the Executive at the time of such relocation is not
        located at the Company's principal office, such relocation
        provision shall apply based on his then location but shall not cover a
        relocation to the principal office prior to a Change in Control; (iii) a
        reduction by the Company in the Executive's Base Salary; (iv) a
        reduction in the Executive's aggregate level of participation in
        any of the Company's short or long-term incentive
        compensation plans, or employee benefit or retirement plans, policies,
        practices, or arrangements in which the Executive participated as of the
        Effective Date, or, after a Change in Control, participated immediately
        prior to the Change in Control, that in either case has a
        disproportionate adverse aggregate impact on the Executive as compared
        to other similarly situated Company executives; (v) the failure of the
        Company to obtain and deliver to the Executive a satisfactory written
        agreement from any successor to the Company to assume and agree to
        perform this Agreement; or (vi) any other material breach by the Company
        of this Agreement.

        (g) Upon written notice by the Executive to the
        Company of the Executive's voluntary termination of employment
        without Good Reason (which the Company may, in its sole discretion, make
        effective earlier than any termination date indicated in the
        Executive's notice). A notice by the Executive of
        non-renewal of the Employment Term pursuant to Section 1 above
        shall be deemed a voluntary termination by the Executive without Good
        Reason as of the end of the Employment Term.

  




6. Consequences of a Termination of Employment


  
        6.1 Termination Due to Death or Retirement. If
        the Employment Term ends on account of the Executive's
        termination due to death pursuant to Section 5(a) above or retirement
        pursuant to Section 5(c) above, the Executive (or the
        Executive's surviving spouse, or other beneficiary as so
        designated by the Executive during his lifetime, or to the
        Executive's estate, as appropriate) shall be entitled, in lieu
        of any other payments or benefits, to (i) payment promptly of any
        accrued but unpaid Base Salary, unpaid annual incentive compensation
        (for the preceding fiscal year) and any accrued vacation, (ii)
        reimbursement for any unreimbursed business expenses incurred prior to
        the date of termination, (iii) any amounts, benefits or fringes due
        under any equity, benefit or fringe plan, grant or program in accordance
        with the terms of said plan, grant or program but without duplication
        (clauses (i), (ii) and (iii), collectively, the "Accrued
        Obligations"), and (iv) a pro-rata portion of the annual
        incentive compensation for the year of Executive's termination
        calculated as follows: the product of (x) the Executive's prior
        year bonus (or, if a termination occurs prior to the determination of
        the 2003 year bonus, the target bonus for 2003), multiplied by (y) a
        fraction, the numerator of which is the number of days of the current
        fiscal year during which Executive was employed by the Company, and the
        denominator of which is 365, provided, however, Executive or his estate
        shall only receive such pro-rata bonus if other senior
        executives remaining employed by the Company through the end of such
        year receive an annual bonus with respect to such year (a "Pro Rata
        Bonus"). In addition, Executive shall be fully vested in all then
        outstanding but unvested Stock Options and/or RSUs, if any, and shall be
        vested in a pro rata portion of all then outstanding PSUs (based on the
        number of days elapsed during the applicable PSU award period)
        (collectively, the "Special Vesting") and the Company shall
        pay the COBRA premiums for eighteen (18) months (or if earlier, until
        termination of COBRA coverage for Executive's dependents
        ("COBRA Coverage").

      
      6.2 Termination Due To Disability. If the
      Employment Term ends as a result of Disability pursuant to Section 5(b)
      above, the Executive shall be entitled, in lieu of any other payments or
      benefits (but subject to the last sentence of such Section 5(b)), to any
      Accrued Obligations and to the following:

    
      
      (a) The Pro Rata Bonus.

      (b) The Special Vesting.

      (c) COBRA Coverage for Executive and his dependents.

      (d) The Executive shall be deemed to have satisfied the
      definition of "total disability" under the 1994
      Long-Term Incentive Plan or the equivalent definition under any
      successor plan thereto.

      
    

  

      6.3 Involuntary Termination by the Company Without
      Cause or Termination by the Executive for Good Reason. If the
      Executive is involuntarily terminated by the Company without Cause in
      accordance with Section 5(e) above or the Executive terminates his
      employment for Good Reason in accordance with Section 5(f) above, the
      Executive shall be entitled, in lieu of any other payments or benefits,
      subject to Section 7(b) hereof, to any Accrued Obligations and to the
      following:

    
      
      (a) The Pro Rata Bonus.

      (b) The Special Vesting. Further, in either such
      circumstance, all Stock Options that are the subject of the Special
      Vesting shall continue to be exercisable by the Executive or, in the event
      of his death, his estate until the earlier of 36 months after termination
      of employment or the remainder of their ten-year terms.

      (c) COBRA Coverage for Executive and his dependents.

      (d) Continued payment off payroll for two and one half
      (2 1/2) years (in approximately equal monthly installments) of an amount
      equal to two and one half (2 1/2) times the sum of (i) the
      Executive's Base Salary and (ii) the higher of (x) the
      Executive's target incentive compensation established for the
      fiscal year in which the Executive's termination occurs, and (y) a
      multiple thereof equal to the product of such target amount and the
      multiple of target earned by the Executive for the prior fiscal year
      (whether or not deferred).

      (e) Outplacement services at a level commensurate with
      the Executive's position for a reasonable period following the
      date of termination but in no event extending beyond the date on which the
      Executive commences other full time employment.

      
    

  

      6.4 Termination by the Company for Cause or Termination
      by the Executive without Good Reason. If the Executive is terminated
      by the Company for Cause or the Executive terminates his employment
      without Good Reason, the Executive shall be entitled, in lieu of any other
      payment or benefits, to receive only Accrued Obligations.

      




7. No Mitigation/No Offset/Release


  
    
      
      
      (a) In the event of any termination of employment
      hereunder, the Executive shall be under no obligation to seek other
      employment, and there shall be no offset against any amounts due the
      Executive under this Agreement on account of any remuneration attributable
      to any subsequent employment that the Executive may obtain. The amounts
      payable hereunder shall not be subject to setoff, counterclaim, recoupment,
      defense or other right that the Company may have against the Executive or
      others, except as specifically set forth in Section 9 hereof or upon
      obtaining by the Company of a final unappealable judgment against the
      Executive.

      (b) Any amounts payable and benefits or additional
      rights provided pursuant to Section 6.3 or Section 8.1 beyond any Accrued
      Obligations and beyond the sum of any amounts due (without execution of a
      release) under the Company severance program then in effect, or, if
      greater, three (3) months Base Salary as severance, shall only be payable
      if the Executive delivers to the Company (i) a release of all claims of
      the Executive (other than those specifically payable or providable
      hereunder on or upon the applicable type of termination and any rights of
      indemnification under the Company's organizational documents) with
      regard to the Company, its subsidiaries and related entities and their
      respective past or present officers, directors and employees, and (ii) an
      undertaking of reasonable cooperation with the Company as to matters
      relating to or arising during the Executive's Employment Term,
      both in such form as reasonably requested by the Company.

      (c) Upon any termination of employment, upon the
      request of the Company, the Executive shall deliver to the Company a
      resignation from all offices and directorships and fiduciary positions of
      the Executive in which the Executive is serving with, or at the request
      of, the Company or its subsidiaries, affiliates or benefit plans.

      (d) The amounts and benefits provided under Sections 6
      and 8 hereof are intended to be inclusive and not duplicative of amounts
      and benefits due under the Company's employee benefit plans and
      programs.

    

  






8. Change in Control


  
        8.1 Employment Termination in Connection with a
        Change in Control. In the event of a Qualifying Termination (as
        defined below) during a period commencing one-hundred eighty
        (180) days prior to the effective date of a Change in Control and
        terminating on the second anniversary of the effective date of a Change
        in Control (the "Change in Control Protection Period"), then
        in lieu of the benefits provided to the Executive under Section 6.3 of
        this Agreement, the Company shall pay the Executive the following
        amounts within (except as otherwise provided) thirty (30) business days
        following the Qualifying Termination (or, if later, the effective date
        of the Change in Control; in which case any amounts or benefits
        previously paid pursuant to Section 6 shall be setoff against those
        under this Section 8) and provide the following benefits:

    
      
          (a) Any Accrued Obligations.

      (b) A lump-sum cash payment equal to three (3)
      times the highest rate of the Executive's Base Salary rate in
      effect at any time up to and including the date of the Executive's
      termination.

      (c) A lump-sum cash payment equal to the
      Prorated Portion of the greater of: (i) the Executive's target
      annual incentive compensation award established for the fiscal year during
      which the Executive's award termination occurs, and (ii) the
      Executive's earned annual incentive award for the fiscal year
      prior to the fiscal year in which the Change in Control occurs (whether or
      not deferred).

      (d) A lump-sum cash payment equal to three (3)
      times the greater of: (i) the Executive's highest annual incentive
      compensation earned over the three (3) fiscal years ending prior to the
      Change in Control (whether or not deferred); and (ii) the
      Executive's target incentive compensation established for the
      fiscal year in which the Executive's date of termination occurs.

      (e) To the extent the Executive is eligible, was
      eligible prior or after the Change in Control or if the Executive would be
      eligible with credit for an additional three (3) years of age and service
      credit, coverage under all applicable retiree health and other retiree
      welfare plans for the Executive and the Executive's eligible
      dependents (including, if the Executive is only eligible because of such
      extra age and service credit, an adjustment to the extent necessary to put
      the Executive on the same after-tax basis as if the Executive had
      been eligible for such coverage).

      (f) To the extent eligible prior or after the Change in
      Control, continued participation, (coordinated with clause (e) above to
      the extent duplicative), at no additional after tax cost to the Executive
      than the Executive would have as an employee, in all welfare plans, until
      three (3) years after the date of termination, provided, however, that in
      the event the Executive obtains other employment that offers substantially
      similar or improved benefits, as to any particular welfare plan, such
      continuation of coverage by the Company for such similar or improved
      benefit under such plan shall immediately cease. To the extent such
      coverage cannot be provided under the Company's welfare benefit
      plans without jeopardizing the tax status of such plans, for underwriting
      reasons or because of the tax impact on the Executive, the Company shall
      pay the Executive an amount such that the Executive can purchase such
      benefits separately at no greater after tax cost to him than he would have
      had if the benefits were provided to him as an employee.

      (g) A lump-sum cash payment of the actuarial
      present value equivalent (as determined in accordance with the most
      favorable (to the Executive) overall actuarial assumptions and subsidies
      in any of the Company's tax-qualified or nonqualified type
      defined benefit pension plans in which the Executive then participates) of
      the accrued benefits accrued by the Executive as of the date of
      termination under the terms of any nonqualified defined benefit type
      retirement plan, including the Amended and Restated Supplemental Executive
      Retirement Plan for Textron Inc. Key Executives and the Supplemental
      Benefits Plan and the special pension arrangement provided in accordance
      with Section 3.4(c) above and assuming the benefit was fully vested
      without regard to any minimum age or service requirements. For this
      purpose (and for purposes of determining the actuarial present value),
      such benefits shall be calculated under the assumption that the
      Executive's employment, compensation and benefits continued
      following the date of termination for three (3) full years (i.e.,
      three (3) additional years of age, compensation and service credits shall
      be added).

      (h) Three (3) times the amount of the maximum Company
      contribution or match to any defined contribution type plan in which the
      Executive participates.

      (i) A lump-sum cash payment of the product of (i)
      the Interest Factor (as determined in the next sentence) multiplied by
      (ii) the Executive's entire account balance under the Deferred
      Income Plan (or any replacement therefor), plus an additional amount equal
      to three (3) times the match that the Company made for the Executive to
      such plan for the fiscal year ending immediately prior to the Change in
      Control. The "Interest Factor" shall be equal to one (1) plus
      three (3) times the rate of earnings of the Executive's account
      under such plan for the fiscal year ending immediately prior to his
      termination.

      (j) Immediate full vesting of any outstanding stock
      options, performance share units, restricted stock units and other equity
      awards (and lapse of any forfeiture provisions) to the extent permitted
      under the plan or grant, or if full vesting is not permitted with regard
      to stock options, a cash payment equal to the difference between the fair
      market value of the shares covered by the unvested options and the
      exercise price of such unvested options on such unvested options on the
      date of termination (or, if later, the date of the Change in Control).

      (k) Outplacement services at a level commensurate with
      the Executive's position, including use of an executive office and
      secretary, for a period of one (1) year commencing on the date of
      termination but in no event extending beyond the date on which the
      Executive commences other full time employment.

      (l) Continuation of participation for three (3)
      additional years in the Company's programs with regard to tax
      preparation assistance and financial planning assistance, club dues and
      automobile (but based on the automobile then being used and no new one),
      in accordance with the Company's programs in effect at the time of
      the Change in Control.

    

  





For purposes of this Section 8, a Qualifying Termination
shall mean any termination of the Executive's employment (i) by the
Company without Cause, or (ii) by the Executive for Good Reason.

        
        
        8.2 Definition of "Change in Control."
        A Change in Control of the Company shall be deemed to have occurred as
        of the first day any one or more of the following conditions shall have
        been satisfied:

  
    
      
        (a) Any "person" or "group"
        (within the meaning of Section 13(d) and 14(d)(2) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act")) other
        than the Company, any trustee or other fiduciary holding Company common
        stock under an employee benefit plan of the Company or a related
        company, or any corporation that is owned, directly or indirectly, by
        the stockholders of the Company in substantially the same proportions as
        their ownership of the Company's common stock, is or becomes the
        beneficial owner (as defined in Rule 13d-3 under the Exchange
        Act) of more than thirty percent (30%) of the then outstanding voting
        stock;

        (b) During any period of two (2) consecutive years,
        individuals who at the beginning of such period constitute the Board and
        any new director whose election by the Board or nomination for election
        by the Company'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 the two year period or whose election or
        nomination for election was previously so approved, cease for any reason
        to constitute at least a majority of the Board;

        (c) The consummation of a merger or consolidation of
        the Company with any other corporation, other than a merger or
        consolidation that would result in the voting securities of the Company
        outstanding immediately prior thereto continuing to represent (either by
        remaining outstanding or being converted into voting securities of the
        surviving entity) more than fifty percent (50%) of the combined voting
        securities of the Company or such surviving entity outstanding
        immediately after such merger or consolidation; or

        (d) The approval of the stockholders of the Company
        of a plan of complete liquidation of the Company or an agreement for the
        sale or disposition by the Company of all or substantially all of its
        assets.

        
      

    

  

        8.3 Excise Tax Equalization Payment. In the event
        that the Executive becomes entitled to payments and/or benefits that
        would constitute "parachute payments" within the meaning of
        Section 280G(b)(2) of the Code, the provisions of Exhibit A will apply.

          


9. Noncompetition, Confidentiality and Nondisparagement


  
        9.1 Agreement Not to Compete.

    
      (a) The Executive agrees that for a period of two (2)
      years after the termination of the Executive's employment, the
      Executive will not engage in Competition with the Company with the Listed
      Companies, including: (i) soliciting customers, business or orders for, or
      selling any products and services in, Competition with the Company for
      such Listed Companies or (ii) diverting, enticing, or otherwise taking
      away customers, business or orders of the Company, or attempting to do so,
      in either case in Competition with the Company for such Listed Companies.

      (b) The Executive agrees that if, while he is receiving
      severance pay from the Company pursuant to Section 6.3(b), the Executive:
      (i) violates (a) above, or (ii) otherwise engages in Competition in the
      Restricted Territory, whether or not with the Listed Companies, Section
      9.6(b) hereof shall apply.

      (c) The Executive agrees that the restrictions
      contained in this Section 9 are necessary for the protection of the
      business and goodwill of the Company because of the trade secrets within
      the Executive's knowledge and are considered by the Executive to
      be reasonable for such purpose.

      
  

      9.2 Definitions

      
    
      (a) "Competition" shall mean engaging in, as
      an employee, director, partner, principal, shareholder, consultant,
      advisor, independent contractor or similar capacity, with (a) the Listed
      Companies or (b) in any business, activity or conduct that directly
      competes with the business of the Company, provided that, with regard to
      the period after termination of the Executive's employment,
      Section 9.1(b)(ii) shall only apply to business lines in which the Company
      is engaged both at the time of termination of employment and at the time
      of the determination and that during the last fiscal year ending prior to
      the date of such termination represented at least five percent (5%) of the
      Company's revenues (the "Prohibited Lines").
      Notwithstanding anything else in this Section 9, Competition shall not
      include: (A) (i) holding five percent (5%) or less of an interest in the
      equity or debt of any publicly traded company, (ii) engaging in any
      activity with the prior written approval of the Chief Executive Officer or
      the O&C Committee, or (iii) the employment by, or provision of
      services to, an investment banking firm or consulting firm that provides
      services to entities that are in Competition with the Company provided
      that the Executive does not personally represent or provide services to
      such entities that are Listed Companies or otherwise with regard to
      businesses in Competition with the Prohibited Lines, or (B) with regard to
      Section 9.1(b)(ii), (i) being employed by, or consulting for, a
      non-Competitive division or business unit of an entity that is in
      Competition with the Company (and participating in such entity's
      employee equity plans), (ii) being employed by, or consulting for, an
      entity that had annual revenues in the last fiscal year prior to the
      Executive being employed by, or consulting for, the entity generated
      through business lines in Competition with the Prohibited Lines of the
      Company that do not exceed five percent (5%) of such entity's
      total annual revenues, provided that revenues within the
      Executive's area of responsibility or authority are not more than
      ten percent (10%) composed of the revenues from the businesses in
      Competition with the Prohibited Lines, or (iii) any activities conducted
      after a Change in Control of the Company.

      (b) "Restricted Territory" shall mean any
      geographic area in which the Company with regard to the Prohibited Lines
      did more than nominal business.

      (c) "Listed Companies" shall mean the
      following entities (and affiliates thereof) or such other entities as may
      be agreed upon by the Company and the Executive from time in substitution
      therefor or addition thereto:

      
      
        
          (i) General Dynamics Corporation

          (ii) Boeing Company

          (iii) Bombardier

          (iv) Raytheon Company

          (v) United Technologies Corporation

        

      

    

      (d) For purposes of this Section 9, "Company"
      shall mean the Company and its subsidiaries and affiliates.

      
  

      9.3 Agreement Not to Engage in Certain Solicitation.
      The Executive agrees that the Executive will not, during the
      Executive's employment with the Company or during the two (2) year
      period thereafter, directly or indirectly, solicit or induce, or attempt
      to solicit or induce, any non-clerical employee(s), sales
      representative(s), agent(s), or consultant(s) of the Company to terminate
      such person's employment, representation or other association with
      the Company for the purpose of affiliating with any entity with which the
      Executive is associated ("Solicitation").

      
      9.4 Confidential Information.

    
      
      (a) The Executive specifically acknowledges that any
      trade secrets or confidential business and technical information of the
      Company or its vendors, suppliers or customers, whether reduced to
      writing, maintained on any form of electronic media, or maintained in mind
      or memory and whether compiled by the Executive or the Company
      (collectively, "Confidential Information"), derives independent
      economic value from not being readily known to or ascertainable by proper
      means by others; that reasonable efforts have been made by the Company to
      maintain the secrecy of such information; that such information is the
      sole property of the Company or its vendors, suppliers, or customers and
      that any retention, use or disclosure of such information by the Executive
      during the Employment Term (except in the course of performing duties and
      obligations of employment with the Company) or any time after termination
      thereof, shall constitute misappropriation of the trade secrets of the
      Company or its vendors, suppliers, or customers, provided that
      Confidential Information shall not include: (i) information that is at the
      time of disclosure public knowledge or generally known within the
      industry, (ii) information deemed in good faith by the Executive, while
      employed by the Company, desirable to disclose in the course of performing
      the Executive's duties, or (iii) information the disclosure of
      which the Executive in good faith deems necessary in defense of the
      Executive's rights (provided such disclosure by the Executive is
      limited to only such disclosure as is necessary for such purpose).
      Notwithstanding the foregoing, the Executive may disclose Confidential
      Information to comply with a court, or other lawful compulsory, order
      compelling him to do so, provided the Executive gives the Company
      prompt notice of the receipt of such order and the disclosure by the
      Executive is limited to only disclosure necessary for such purpose.

      (b) The Executive acknowledges that the Company from
      time to time may have agreements with other persons or with the United
      States Government, or agencies thereof, that impose obligations or
      restrictions on the Company regarding inventions made during the course of
      work under such agreements or regarding the confidential nature of such
      work. If the Executive's duties hereunder will require disclosures
      to be made to him subject to such obligations and restrictions, the
      Executive agrees to be bound by them.

      
  

      9.5 Scope of Restrictions. If, at the time of
      enforcement of this Section 9, a court holds that the restrictions stated
      herein are unreasonable under circumstances then existing, the parties
      hereto agree that the maximum period, scope or geographical area
      reasonable under such circumstances shall be substituted for the stated
      period, scope or area and that the court shall be allowed to revise the
      restrictions contained herein to cover the maximum period, scope and area
      permitted by law.

      
      9.6 Remedies.

    
      
      (a) In the event of a material breach or threatened
      material breach of Section 9.1(a), Section 9.3, Section 9.4 or Section
      9.10, the Company, in addition to its other remedies at law or in equity,
      shall be entitled to injunctive or other equitable relief in order to
      enforce or prevent any violations of the provisions of this Section 9.
      Except as specifically provided with regard to Listed Companies, the
      Company agrees that it will not assert to enjoin or otherwise limit the
      Executive's activities based on an argument of inevitable
      disclosure of confidential information.

      (b) In the event Section 9.1(b) applies, the Company
      may immediately cease payment to the Executive of all future amounts due
      under Sections 6.3(a) or (b) as well as otherwise specifically provided in
      any other plan, grant or program.

      (c) Upon written request of the Executive, the Company
      shall within thirty (30) days notify the Executive in writing whether or
      not in good faith it believes any proposed activities would be in
      Competition and, if it so determines or does not reply within thirty (30)
      days, it shall be deemed to waive any right to treat such activities as
      Competition unless the facts are otherwise than as presented by the
      Executive or there is a change thereafter in such activities. The
      Executive shall promptly provide the Company with such information as it
      may reasonably request to evaluate whether or not such activities are in
      Competition.

      
  

      9.7 Uniformity. In no event shall any definitions
      of Competition or Solicitation (or a similar provision) as it applies to
      the Executive with regard to any plan of program or grant of the Company
      be interpreted to be any broader than as set forth in this Section 9.

      
      9.8 Delivery of Documents. Upon termination of this
      Agreement or at any other time upon request by the Company, the Executive
      shall promptly deliver to the Company all records, files, memoranda,
      notes, designs, data, reports, price lists, customer lists, drawings,
      plans, computer programs, software, software documentation, sketches,
      laboratory and research notebooks and other documents (and all copies or
      reproductions of such materials in his possession or control) belonging to
      the Company. Notwithstanding the foregoing, the Executive may retain his
      rolodex and similar phone directories (collectively, the
      "Rolodex") to the extent the Rolodex does not contain
      information other than name, address, telephone number and similar
      information, provided that, at the request of the Company, the Executive
      shall provide the Company with a copy of the Rolodex.

      
      9.9 Nondisparagement.

      
      (a) During the Employment Term and thereafter, the
      Executive shall not with willful intent to damage economically or as to
      reputation or vindictively disparage the Company, its subsidiaries or
      their respective past or present officers, directors or employees (the
      "Protected Group"), provided that the foregoing shall not apply
      to (i) actions or statements taken or made by the Executive while employed
      by the Company in good faith as fulfilling the Executive's duties
      with the Company or otherwise at the request of the Company, (ii) truthful
      statements made in compliance with legal process or governmental inquiry,
      (iii) as the Executive in good faith deems necessary to rebut any untrue
      or misleading public statements made about him or any other member of the
      Protected Group, (iv) statements made in good faith by the Executive to
      rebut untrue or misleading statements made about him or any other member
      of the Protected Group by any member of the Protected Group, and (v)
      normal commercial puffery in a competitive business situation. No member
      of the Protected Group shall be a third party beneficiary of this Section
      9.9(a).

      (b) During the Employment Term and thereafter, neither
      the Company officially nor any then member of the Management Committee or
      Transition Leadership Team (or the equivalent of either) of the Company,
      as such term is currently used within the Company, shall with willful
      intent to damage the Executive economically or as to reputation or
      otherwise vindictively disparage the Executive, provided the foregoing
      shall not apply to (i) actions or statements taken or made in good faith
      within the Company in fulfilling duties with the Company, (ii) truthful
      statements made in compliance with legal process, governmental inquiry or
      as required by legal filing or disclosure requirements, (iii) as in good
      faith deemed necessary to rebut any untrue or misleading statements by the
      Executive as to any member of the Protected Group, or (iv) normal
      commercial puffery in a competitive business situation.

      (c) In the event of a material breach or threatened
      material breach of clauses (a) or (b) above, the Company or the Executive,
      as the case may be, in addition to its or the Executive's other
      remedies at law or in equity, shall be entitled to injunctive or other
      equitable relief in order to enforce or prevent any violations of this
      Section 9.9.

  




10. Liability Insurance


The Company shall cover the Executive under directors and
officers liability insurance both during and, while potential liability exists,
after the Employment Term in the same amount and to the same extent, if any, as
the Company covers its then current officers and directors.


11. Assignment


  
        11.1 Assignment by the Company. This Agreement
        may and shall be assigned or transferred to, and shall be binding upon
        and shall inure to the benefit of, any successor of the Company, and any
        such successor shall be deemed substituted for all purposes of the
        "Company" under the terms of this Agreement. As used in this
        Agreement, the term "successor" shall mean any person, firm,
        corporation or business entity that at any time, whether by merger,
        purchase, or otherwise, acquires all or substantially all of the assets
        of the Company. Notwithstanding such assignment, the Company shall
        remain, with such successor, jointly and severally liable for all its
        obligations hereunder. Except as herein provided, this Agreement may not
        otherwise be assigned by the Company.

      
      11.2 Assignment by the Executive. This Agreement is
      not assignable by the Executive. This Agreement shall inure to the benefit
      of and be enforceable by the Executive's personal or legal
      representatives, executors, and administrators, successors, heirs,
      distributees, devisees, and legatees. If the Executive should die while
      any amounts payable to the Executive hereunder remain outstanding, all
      such amounts, unless otherwise provided herein, shall be paid in
      accordance with the terms of this Agreement to the Executive's
      devisee, legatee, or other designee or, in the absence of such designee,
      to the Executive's estate.






12. Legal Remedies


  
        12.1 Payment of Legal Fees. The Company shall pay
        the Executive's reasonable legal fees and costs associated with
        entering into this Agreement. To the fullest extent permitted by law,
        the Company shall promptly pay upon submission of statements all legal
        and other professional fees, costs of litigation, prejudgment interest,
        and other expenses incurred in connection with any dispute arising
        hereunder; provided, however, the Company shall be reimbursed by the
        Executive for (i) the fees and expenses advanced in the event the
        Executive's claim or defense is in a material manner in bad
        faith or frivolous and the arbitrator or court, as applicable,
        determines that the reimbursement of such fees and expenses is
        appropriate, or (ii) to the extent that the arbitrator or court, as
        appropriate, determines that such legal and other professional fees are
        clearly and demonstrably unreasonable.

      
      12.2 Arbitration. All disputes and controversies
      arising under or in connection with this Agreement, other than the seeking
      of injunctive or other equitable relief pursuant to Section 9 hereof,
      shall be settled by arbitration conducted before a panel of three (3)
      arbitrators sitting in New York City, New York, or such other location
      agreed by the parties hereto, in accordance with the rules for expedited
      resolution of commercial disputes of the American Arbitration Association
      then in effect. The determination of the majority of the arbitrators shall
      be final and binding on the parties. Judgment may be entered on the award
      of the arbitrator in any court having proper jurisdiction. All expenses of
      such arbitration, including the fees and expenses of the counsel of the
      Executive, shall be borne by the Company, and the Executive shall be
      entitled to reimbursement of his expenses as provided in Section 12.1
      hereof.

      
      12.3 Notice. Any notices, requests, demands, or
      other communications provided for by this Agreement shall be sufficient if
      in writing and if delivered personally, sent by telecopier, sent by an
      overnight service or sent by registered or certified mail. Notice to the
      Executive not delivered personally (or by telecopy where the Executive is
      known to be) shall be sent to the last address on the books of the
      Company, and notice to the Company not delivered personally (or by
      telecopy to the known personal telecopy of the person it is being sent to)
      shall be sent to it at its principal office. All notices to the Company
      shall be delivered to the Chief Executive Officer with a copy (not itself
      constituting notice) to the senior legal officer of the Company. Delivery
      shall be deemed to occur on the earlier of actual receipt or tender and
      rejection by the intended recipient.

      
      12.4 Continued Payments. In the event after a
      Change in Control either party files for arbitration to resolve any
      dispute as to whether a termination is for Cause or Good Reason, until
      such dispute is determined by the arbitrators, the Executive shall
      continue to be treated economically and benefit wise in the manner
      asserted by him in the arbitration effective as of the date of the filing
      of the arbitration, subject to the Executive's undertaking in
      writing promptly to refund any amounts paid to him, pay the cost of any
      benefits provided to him and pay to the Company any profits in any stock
      option or other equity awards exercised or otherwise realized by him
      during the pendency of the arbitration, in each case to which he is
      ultimately held not to be entitled; provided the arbitrators may terminate
      such payments and benefits in the event that they determine at any point
      that the Executive is intentionally delaying conclusion of the
      arbitration.]






13. Miscellaneous


  
        13.1 Entire Agreement. Exhibit A to this
        Agreement is incorporated herein as if set forth in full. This
        Agreement, except to the extent specifically provided otherwise herein,
        supersedes any prior agreements or understandings, oral or written,
        between the parties hereto with respect to the subject matter hereof and
        constitutes the entire agreement of the parties with respect to the
        subject matter hereof. In the event of any discrepancy or conflict
        between this Agreement and Exhibit A, the provisions of Exhibit A shall
        prevail. To the extent any severance plan or program of the Company that
        would apply to the Executive is more generous to the Executive than the
        provisions hereof, the Executive shall be entitled to any additional
        payments or benefits that are not duplicative, but shall otherwise not
        be eligible for such plan or program.

      
      13.2 Modification. This Agreement shall not be
      varied, altered, modified, canceled, changed, or in any way amended, nor
      any provision hereof waived, except by mutual agreement of the parties in
      a written instrument executed by the parties hereto or their legal
      representatives.

      
      13.3 Severability. In the event that any provision
      or portion of this Agreement shall be determined to be invalid or
      unenforceable for any reason, the remaining provisions of this Agreement
      shall be unaffected thereby and shall remain in full force and effect.

      
      13.4 Counterparts. This Agreement may be executed
      in two (2) or more counterparts, including by facsimile, each of which
      shall be deemed to be an original, but all of which together will
      constitute one and the same Agreement.

      
      13.5 Tax Withholding. The Company may withhold from
      any benefits payable under this Agreement all federal, state, city, or
      other taxes or other amounts as may be required pursuant to any law or
      governmental regulation or ruling.

      
      13.6 Beneficiaries. The Executive may designate one
      or more persons or entities as the primary and/or contingent beneficiaries
      of any amounts to be received under this Agreement. Such designation must
      be in the form of a signed writing acceptable to the Board or the
      Board's designee. The Executive may make or change such
      designation at any time.

      
      13.7 Representation. The Executive represents that
      the Executive's employment by the Company and the performance by
      the Executive of his obligations under this Agreement do not, and shall
      not, breach any agreement that obligates him to keep in confidence any
      trade secrets or confidential or proprietary information of his or of any
      other party, to write or consult to any other party or to refrain from
      competing, directly or indirectly, with the business of any other party.
      The Executive shall not disclose to the Company, and the Company shall not
      request that the Executive disclose, any trade secrets or confidential or
      proprietary information of any other party.

      
      13.8 Construction. No provision of this Agreement
      shall be interpreted or construed against any party because that party or
      its legal representative drafted that provision. The captions and headings
      of the Sections of this Agreement are for convenience of reference only
      and are not to be considered in construing this Agreement. Unless the
      context of this Agreement clearly requires otherwise: (a) references to
      the plural include the singular, the singular the plural, and the part the
      whole, (b) references to one gender include all genders, (c)
      "or" has the inclusive meaning frequently identified with the
      phrase "and/or," (d) "including" has the inclusive
      meaning frequently identified with the phrase "including but not
      limited to" or "including without limitation," (e)
      references to "hereunder," "herein" or
      "hereof" relate to this Agreement as a whole, and (f) the terms
      "dollars" and "$" refer to United States dollars.
      Section, subsection, exhibit and schedule references are to this Agreement
      as originally executed unless otherwise specified. Any reference herein to
      any agreement, including this Agreement, shall be deemed to include such
      agreement as it may be modified, varied, amended or supplemented from time
      to time. Any reference herein to any statute, rule or regulation shall be
      deemed to include such statute, rule or regulation as it may be modified,
      varied, amended or supplemented from time to time. Any reference herein to
      any person shall be deemed to include the heirs, personal representatives,
      successors and permitted assigns of such person.

      
      13.9 Governing Law

  




The provisions of this Agreement shall be construed and
enforced in accordance with the laws of the state of Delaware applicable to
contracts made in that state and intended to be performed in that state, without
regard to any otherwise applicable principles of conflicts of laws or choice of
laws that would have the effect of applying the substantive or procedural law of
any other jurisdiction.


[The balance of this page is intentionally omitted]


 

IN WITNESS WHEREOF, the Executive and the Company have
executed this Agreement, as of the day and year first above written.

	 	 	
      s/Steven R. Loranger

	 	 	
      STEVEN R. LORANGER

	 	 	 
	 	 	 
	 	 	
      TEXTRON INC.

	 	
      By:
	
      s/Lewis B.
      Campbell

	 	 	
      Name: Lewis B. Campbell

	 	 	
      Title: Chairman, President and CEO



 

 

 


Exhibit A

Parachute Gross Up


  
      
    (a) In the event that the Executive shall become entitled
    to payments and/or benefits provided by this Agreement or any other amounts
    in the "nature of compensation" (whether pursuant to the terms of
    this Agreement or any other plan, arrangement or agreement with the Company,
    any person whose actions result in a change of ownership or effective
    control covered by Section 280G(b)(2) of the Code or any person affiliated
    with the Company or such person) as a result of such change in ownership or
    effective control (collectively the "Company Payments"), and such
    Company Payments will be subject to the tax (the "Excise Tax")
    imposed by Section 4999 of the Code (and any similar tax that may hereafter
    be imposed by any taxing authority) the Company shall pay to the Executive
    at the time specified in subsection (d) below (i) an additional amount (the
    "Gross-up Payment") such that the net amount retained by
    the Executive, after deduction of any Excise Tax on the Company Payments and
    any U.S. federal, state, and for local income or payroll tax upon the
    Gross-up Payment provided for by this paragraph (a), but before
    deduction for any U.S. federal, state, and local income or payroll tax on
    the Company Payments, shall be equal to the Company Payments, and (ii) an
    amount equal to the product of any deductions disallowed for federal, state
    or local income tax purposes because of the inclusion of the
    Gross-Up Payment in the Executive's adjusted gross income
    multiplied by the highest applicable marginal rate of federal, state or
    local income taxation, respectively, applicable to the Executive for the
    calendar year in which the Gross-Up Payment is to be made.

    (b) 
    For purposes of determining whether any of the Company Payments and
    Gross-up Payments (collectively the "Total Payments") will
    be subject to the Excise Tax and the amount of such Excise Tax, (x) the
    Total Payments shall be treated as "parachute payments" within the
    meaning of Section 280G(b)(2) of the Code, and all "parachute
    payments" in excess of the "base amount" (as defined under
    Code Section 280G(b)(3) of the Code) shall be treated as subject to the
    Excise Tax, unless and except to the extent that, in the opinion of the
    Company's independent certified public accountants appointed prior
    to any change in ownership (as defined under Code Section 280G(b)(2)) or tax
    counsel selected by such accountants (the "Accountants") such
    Total Payments (in whole or in part) either do not constitute
    "parachute payments," represent reasonable compensation for
    services actually rendered within the meaning of Section 280G(b)(4) of the
    Code in excess of the "base amount" or are otherwise not subject
    to the Excise Tax, and (y) the value of any non-cash
    benefits or any deferred payment or benefit shall be determined by the
    Accountants in accordance with the principles of Section 280G of the Code.

    (c) For purposes of determining the amount of the
    Gross-up Payment, the Executive shall be deemed to pay U.S. federal
    income taxes at the highest marginal rate of U.S. federal income taxation in
    the calendar year in which the Gross-up Payment is to be made and
    state and local income taxes at the highest marginal rate of taxation in the
    state and locality of the Executive's residence for the calendar
    year in which the Company Payment is to be made, net of the maximum
    reduction in U.S. federal income taxes that could be obtained from deduction
    of such state and local taxes if paid in such year. In the event that the
    Excise Tax is subsequently determined by the Accountants (or by the Internal
    Revenue Service or other taxing authority) to be less than the amount taken
    into account hereunder at the time the Gross-up Payment is made, the
    Executive shall repay to the Company, at the time that the amount of such
    reduction in Excise Tax is finally determined, the portion of the prior
    Gross-up Payment attributable to such reduction (plus the portion of
    the Gross-up Payment attributable to the Excise Tax and U.S.
    federal, state and local income tax imposed on the portion of the
    Gross-up Payment being repaid by the Executive if such repayment
    results in a reduction in Excise Tax or a U.S. federal, state and local
    income tax deduction), plus interest on the amount of such repayment at the
    rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the
    foregoing, in the event any portion of the Gross-up Payment to be
    refunded to the Company has been paid to any U.S. federal, state and local
    tax authority, repayment thereof (and related amounts) shall not be required
    until actual refund or credit of such portion has been made to the
    Executive, and interest payable to the Company shall not exceed the interest
    received or credited to the Executive by such tax authority for the period
    it held such portion. The Executive and the Company shall mutually agree
    upon the course of action to be pursued (and the method of allocating the
    expense thereof) if the Executive's claim for refund or credit is
    denied.





In the event that the Excise Tax is later determined by the
Accountants (or the Internal Revenue Service or other taxing authority to exceed
the amount taken into account hereunder at the time the Gross-up Payment
is made (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-up Payment), the Company
shall make an additional Gross-up Payment in respect of such excess
(plus any interest or penalties payable with respect to such excess) at the time
that the amount of such excess is finally determined.


  
        (d) The Gross-up Payment or portion thereof
        provided for in subsection (c) above shall be paid not later than the
        thirtieth (30th) day following an event occurring that subjects the
        Executive to the Excise Tax; provided, however, that if the amount of
        such Gross-up Payment or portion thereof cannot be finally
        determined on or before such day, the Company shall pay to the Executive
        on such day an estimate, as determined in good faith by the Accountants,
        of the minimum amount of such payments and shall pay the remainder of
        such payments (together with interest at the rate provided in Section
        1274(b)(2)(B) of the Code), subject to further payments pursuant to
        subsection (c) hereof, as soon as the amount thereof can reasonably be
        determined, but in no event later than the ninetieth day after the
        occurrence of the event subjecting the Executive to the Excise Tax. In
        the event that the amount of the estimated payments exceeds the amount
        subsequently determined to have been due, such excess shall constitute a
        loan by the Company to the Executive, payable on the fifth day after
        demand by the Company (together with interest at the rate provided in
        Section 1274(b)(2)(B) of the Code).

        (e) In the event of any controversy with the Internal
        Revenue Service (or other taxing authority) with regard to the Excise
        Tax, the Executive shall permit the Company to control issues related to
        the Excise Tax (at its expense), provided that such issues do not
        potentially materially adversely affect the Executive, but the Executive
        shall control any other issues. In the event such issues are
        interrelated, the Executive and the Company shall in good faith
        cooperate so as not to jeopardize resolution of any such issues, but if
        the parties cannot agree the Executive shall make the final
        determination with regard to the issues. In the event of any conference
        with any taxing authority as to the Excise Tax or associated income
        taxes, the Executive shall permit the representative of the Company to
        accompany the Executive, and the Executive and the Executive's
        representative shall cooperate with the Company and its representative.

        (f) The Company shall be responsible for all charges
        of the Accountants.

        (g) The Company and the Executive shall promptly
        deliver to each other copies of any written communications, and
        summaries of any verbal communications, with any taxing authority
        regarding the Excise Tax covered by this Exhibit A.

    
      
        
        

        

        

      

    

    EXHIBIT B

  
  Steven R. Loranger

  Restricted Stock Equivalent Awards

  November 1, 2002


The Board of Directors approved an award of restricted stock
equivalents to Steven R. Loranger (the "Executive"). The terms of the
award are as follows:


  	
      The Executive will
  receive the cash equivalent of shares of Textron common stock provided he
  remains employed by Textron Inc. in accordance with the following schedule:







	
      Restricted

      2.    Stock

             Units
	
      Vesting

      3.            Dates

	
      20,000
	
      February 10, 2004

	
      20,000
	
      February 10, 2005

	
      20,000
	
      February 10, 2006

	
      20,000
	
      February 10, 2007

	
      20,000
	
      February 10, 2008

	
      100,000
	
      

    




  	
      Each cash payment will equal the number of vested
  shares times the average of the composite closing prices (as reported on the
  New York Stock Exchange consolidated tape) of Textron's common stock
  for the first ten trading days following the respective vesting date. Such
  award shall be paid to the Executive in a lump sum within 30 days following
  the vesting date.

	
      In the event of the
  Executive's termination of employment, such restricted stock units
  will be vested, to the extent provided in the Executive's employment
  agreement with the Company, as of the effective date of such termination.

	
      In addition to the
  above, if the Executive's employment terminates at any time after a
  "change in control" of Textron, as defined in the
  Executive's then-effective employment agreement, Textron shall
  award to the Executive (or to the Executive's estate in the event of
  his death prior to payment) upon such termination of employment, a cash amount
  equal to the total number of then unvested units, if any, times the highest
  closing price per share of Textron's common stock (as reported on the
  New York Stock Exchange consolidated tape) during the 30 day period ending on
  the date of such change in control. Payment shall be made in a lump sum within
  30 days following such termination.



  
  	
      The number of
  restricted stock equivalents awarded to the Executive hereunder shall be
  proportionately adjusted for any increase or decrease in the number of issued
  shares of Textron's common stock resulting from a stock split, stock
  dividend or any other increase or decrease in such shares effective without
  receipt of consideration by Textron.



   



 


  
	
       

    	 	
       

    
	
      Lewis B. Campbell
	 	
      Date