Exhibit 4.1


 


(FACE OF SECURITY)


 


This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Global Security is exchangeable for securities registered in the name of a Person other than
the Depositary or its nominee only in the limited circumstances described in the Indenture and no transfer of this Security (other
than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. Every Security
delivered upon registration of transfer of, in exchange for, or in lieu of, this Global Security shall be a Global Security subject
to the foregoing, except in the limited circumstances described above.


 


Unless
this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the Issuer
or its agent for registration of transfer, exchange or payment and any certificate issued is registered in the name of Cede &
Co. or such other name as is requested by an authorized representative of The Depository Trust Company (and any payment is to be
made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


EXCEPT AS OTHERWISE PROVIDED HEREIN,

THIS GLOBAL SECURITY MAY BE TRANSFERRED, IN WHOLE BUT

NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY

OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE

OF SUCH SUCCESSOR DEPOSITORY


 


	No. [  ]	CUSIP:  883203 CC3	$[              ]
	 	 	 
	 	 	 


TEXTRON INC.

2.450% NOTE DUE MARCH 15, 2031


 


TEXTRON INC., a
corporation duly organized and existing under the laws of the State of Delaware (herein called “Textron,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay Cede & Co., as nominee for the Depository, or registered assigns, the principal sum of [
             ] ($[              ]) on March 15, 2031 and to pay interest
thereon, accruing from August 5, 2020 or the most recent date in respect of which interest has been paid or duly provided for
at the rate of 2.450% per annum until the principal hereof is paid or duly provided for, semiannually in arrears on March 15
and September 15 in each year (each an “Interest Payment Date”) commencing March 15, 2021; provided, however,
that if an Interest Payment Date should fall on a day that is not a Business Day, such Interest Payment Date shall be the
following day that is a Business Day. The interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Global Security (or one or more
Predecessor Securities (as defined in the Indenture)) is registered at the close of business on March 1 or September 1
(whether or not a Business Day) next preceding such Interest Payment Date (a “Regular Record Date”) and interest
payable at maturity will be payable to the Person to whom principal shall be payable. Any such interest which is payable, but
is not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder
hereof on the relevant Regular Record Date or the Person in whose name this Global Security was originally registered, as the
case may be, and may be paid to the Person in whose name this Global Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by
Textron or may be paid at any time in any other lawful manner.


 






    


     


    

 


As used herein, the term “Depository”
shall mean The Depository Trust Company, New York, New York, another clearing agency or any successor registered under the Exchange
Act or other applicable statute or regulation, which in each case, shall be designated by Textron pursuant to the Indenture.


 


Payment of the principal and interest on this
Global Security will be made at the corporate office or agency of the Trustee in the Borough of Manhattan, The City of New York,
New York in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts; provided that, at the option of Textron, payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security Register.


 


Unless the certificate of authentication hereon
has been executed by the Trustee, directly or through an Authenticating Agent by manual signature of an authorized officer, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


[Signature Page to Follow]


 






    


     


    

 





IN WITNESS WHEREOF, Textron Inc. has caused
this instrument to be duly executed under its corporate seal.


 


	Dated: August 5, 2020	 	TEXTRON INC.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Vice President and Treasurer
	 	 	 	 	 
	 	 	 	 	 
	Attest:	 	 	 	 
	 	Assistant Secretary	 	 	 



 


Signature Page to Global Security


 






    


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is a Global Security of the series designated
herein referred to in the within-mentioned Indenture.


 


	THE BANK OF NEW YORK MELLON
    TRUST COMPANY, N.A.,	 
	As Trustee	 
	 	 
	By:	 	 
	 	Authorized Signatory	 
	 	 
	Dated: August 5, 2020	 




 


Signature Page to Global Security


 






    


     


    

 


(REVERSE OF SECURITY)


 


TEXTRON INC.

2.450% NOTE DUE MARCH 15, 2031


 


This Security is a Global Security evidencing
a security of the duly authorized series of securities of Textron designated as its 2.450% Notes due March 15, 2031 (the securities
of such series are herein called the “Securities”), issued under an Indenture, dated as of September 10, 1999 (herein
called the “Indenture”), between Textron and The Bank of New York Mellon Trust Company, N.A., as successor trustee
to The Bank of New York (herein called the “Trustee”, which term includes any successor trustee under the Indenture).
The terms of this Security include those stated in, or made pursuant to, the Indenture. The Securities are subject to all such
terms, and reference is made to the Indenture, all indentures supplemental thereto and all written instruments of Textron establishing
such terms for a statement of the respective rights, limitations of rights, duties and immunities thereunder of Textron, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.


 


This Global Security is not subject to a mandatory
or optional sinking fund requirement.


 


The Securities shall be redeemable, at the
option of Textron, in whole or in part on any date prior to Maturity (a “Redemption Date”) at the Redemption Price
(as defined herein), plus accrued and unpaid interest on such Securities up to, but not including, such Redemption Date. For all
purposes hereof:


 


“Adjusted Treasury Rate” means, with respect
to the redemption of Securities on a Redemption Date, the annual rate equal to the semi-annual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.


 


“Comparable Treasury Issue” means, with
respect to the redemption of Securities on a Redemption Date, the United States Treasury security selected by the Quotation Agent
as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed (assuming, for this
purpose, that the Securities matured on the Par Call Date) that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities having such comparable maturity.


 


“Comparable Treasury Price” means, with
respect to the redemption of Securities on a Redemption Date:


 


the average of the Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations or


 


if Textron obtains fewer than
three such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.


 






    


     


    

 


“Par Call Date” means December 15, 2030.


 


“Primary Treasury Dealer” means a primary
U.S. Government securities dealer in New York City.


 


“Quotation Agent” means the Reference
Treasury Dealer appointed by Textron.


 


“Redemption Price” means (a) with respect
to Securities redeemed prior to the Par Call Date, the greater of: (i) 100% of the principal amount of Securities to be redeemed
and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal on
such Securities and interest on such Securities that would be due if such Securities matured on the Par Call Date but for such
redemption (not including any portion of such interest payments accrued as of such Redemption Date) discounted to such Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate for such
Securities plus 30 basis points and (b) with respect to Securities redeemed on or after the Par Call Date, 100% of the principal
amount of Securities to be redeemed.


 


“Reference Treasury Dealer” means each
of (a) Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and a Primary Treasury Dealer selected by SMBC Nikko Securities
America, Inc. and their successors, provided that if any of the foregoing ceases to be a Primary Treasury Dealer, Textron shall
substitute another Primary Treasury Dealer and (b) any other Primary Treasury Dealers selected by Textron.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and the redemption of Securities on a Redemption Date, the average, as determined
by Textron, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) which such Reference Treasury Dealer quotes in writing to Textron at 5:00 p.m., New York City time, on the third business
day before such Redemption Date.


 


The notice of redemption of the Securities
may summarize the method by which the Redemption Price will be determined rather than state the actual dollar amount.


 


Upon the occurrence of a Change of Control
Triggering Event (as defined herein), unless Textron has exercised its right to redeem the Securities pursuant to provisions hereof,
each Holder of Securities will have the right to require Textron to repurchase all or any part (equal to $1,000
or an integral multiple of $1,000 in excess thereof) of such Holder’s
Securities as provided herein (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal
amount of such Securities plus accrued and unpaid interest, if any, on such Securities to the date of purchase (the “Change
of Control Payment”).


 


Within 30 days following any Change of
Control Triggering Event, Textron shall send, by first class mail, a notice to each Holder of Securities, with a written copy to
the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:


 






    


     


    

 





		(i)	a description of the transaction or transactions that constitute such Change of Control Triggering Event;



 


		(ii)	that the Change of Control Offer is being made pursuant to provisions hereof and that all Securities validly tendered will
be accepted for payment;



 


		(iii)	the Change of Control Payment and the date of the making thereof (the “Change of Control Payment Date”), which
shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than
as may be required by law;



 


		(iv)	that any Security not tendered will continue to accrue interest;



 


		(v)	that any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after
the Change of Control Payment Date unless Textron shall default in the Change of Control Payment and the only remaining right of
the Holder thereof is to receive the Change of Control Payment upon surrender of such Security to the Paying Agent;



 


		(vi)	that Holders of the Securities electing to have a portion of a Security purchased pursuant to a Change of Control Offer may
only elect to have such Security purchased in a principal amount of $1,000 or integral multiples of $1,000 in excess thereof;



 


		(vii)	that if a Holder of Securities elects to have such Securities purchased pursuant to the Change of Control Offer it will be
required to surrender such Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of
such Securities completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior
to the close of business on the third Business Day prior to the Change of Control Payment Date;



 


		(viii)	that a Holder of Securities will be entitled to withdraw its election if Textron receives, not later than the third Business
Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Securities such Holder delivered for purchase, and a statement that such Holder is withdrawing
its election to have such Securities purchased; and



 


		(ix)	that if Securities are purchased only in part a new Security of the same type will be issued in a principal amount equal to
the unpurchased portion of the Securities surrendered.



 


On the Change of Control Payment Date,
Textron shall, to the extent lawful, (i) accept for payment all Securities or portions thereof properly tendered pursuant to
the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Securities or portions thereof properly tendered and (iii) deliver or cause to be delivered to the
Trustee for cancellation the Securities properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Securities or portions thereof being purchased by Textron. The Paying Agent shall promptly send to each
Holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee, upon receipt of an
order from Textron, shall promptly authenticate and mail (or cause to be transferred by book entry) to such Holder a new
Security equal in principal amount to any unpurchased portion of the Securities surrendered by such Holder, if any, in
denominations as set forth in the Indenture.


 






    


     


    

 


Textron shall comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Securities as a result of a Change of Control Triggering Event.
To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions
hereof, Textron will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations
under this paragraph by virtue of such conflicts.


 


For all purposes hereof:


 


“Below Investment Grade Rating Event”
means the ratings on the Securities are lowered by each of the Rating Agencies and the Securities are rated below an Investment
Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result
in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which
60-day period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible
downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall
not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder)
if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the Trustee or Textron in writing at the Trustee’s or Textron’s request that the reduction was the
result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade
Rating Event).


 


“Capital Stock” of any Person means any
and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however
designated) equity of such Person, including any preferred stock and limited liability or partnership interests (whether general
or limited), but excluding any debt securities convertible into such equity.


 


“Change of Control” means the occurrence
of any of the following:


 


(a) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of Textron’s properties or assets and of Textron’s subsidiaries’
properties or assets taken as a whole to any Person or group of related “persons” (as that term is used in
Section 13(d)(3) of the Exchange Act (a “Group”) other than Textron or one of Textron’s subsidiaries;


 






    


     


    

 


(b) the adoption of a plan relating
to liquidation or dissolution of Textron;


 


(c) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which is that any Person or Group becomes the beneficial
owner, directly or indirectly, of more than 50% of the then outstanding number of shares of Textron’s Voting Stock; or


 


(d) the first day on which a majority
of the members of Textron’s Board of Directors are not Continuing Directors.


 


Notwithstanding the foregoing, a transaction will
not be considered to be a Change of Control if (1) Textron becomes a direct or indirect wholly owned subsidiary of a holding
company and (2) immediately following that transaction, (A) the direct or indirect holders of the Voting Stock of the holding
company are substantially the same as the holders of Textron’s Voting Stock immediately prior to that transaction or (B) no
Person or Group is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.


 


“Change of Control Triggering Event” means
the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


“Continuing Director” means, as of any
date of determination, any member of Textron’s Board of Directors who (1) was a member of Textron’s Board of Directors
on the date of the issuance of the Securities or (2) was nominated for election, elected or appointed to Textron’s Board
of Directors with the approval of a majority of the Continuing Directors who were members of Textron’s Board of Directors
at the time of such nomination, election or appointment.


 


“Investment Grade Rating” means a rating
equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.


 


“Moody’s” means Moody’s Investors
Service, Inc., and its successors.


 


“Person” means any individual, corporation,
partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company, government
or any agency or political subdivision thereof or any other entity, and includes a “person” as used in Section 13(d)(3)
of the Exchange Act.


 


“Rating Agencies” means (1) each of
Moody’s and S&P and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a
rating of the Securities publicly available for reasons outside of Textron’s control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by
Textron (as certified by a resolution of Textron’s Board of Directors) as a replacement agency for Moody’s or
S&P, or both of them, as the case may be.


 






    


     


    

 


“S&P” means S&P Global Ratings
(acting through Standard & Poor’s Financial Services, LLC), a division of S&P Global Inc., and its successors.


 


“Voting Stock” of a Person means all classes
of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors, managers or trustees,
as applicable.


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of Textron and the rights of the
Holders of the Securities of each series to be affected under the Indenture at any time by Textron and the Trustee with the consent
of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by Textron with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Global Security shall be conclusive and binding upon such Holder and upon all future Holders of this Global Security and
of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Global Security.


 


Without the consent of the Holder of any Securities,
Textron and the Trustee may enter into one or more indentures supplemental to the Indenture to evidence the succession of another
corporation to Textron and the assumption by such successor of the covenants of Textron in the Indenture or this Global Security,
to add to the covenants of Textron for the benefit of the Holders of all or any series of Securities, to add additional Events
of Default, to change or eliminate any of the provisions of the Indenture provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture
which is adversely affected by such provision, to secure the Securities of any series, to establish the form or terms of Securities
of any series, to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect
to the Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to
provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the requirements
of the Indenture, to cure any ambiguity, to correct any defect or inconsistency or to make any other provisions with respect to
matters or questions arising under the Indenture which shall not adversely affect the interests of the Holders of Securities of
any series in any material respect or for the other purposes set forth in the Indenture.


 









    


     


    

 


As provided in the Indenture and subject to
certain limitations therein set forth and herein provided, the transfer of this Global Security is registrable in the Security
Register, upon surrender of this Global Security for registration of transfer at the office or agency of Textron in any place where
the principal of, premium, if any, and interest on this Global Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to Textron and the Security Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon a new Global Security evidencing the Securities evidenced hereby, or like tenor and for
the same aggregate principal amount, will be issued to the designated transfer or transferees; provided, however,
that for so long as any Securities are evidenced by this Global Security, this Global Security may be transferred in whole but
not in part, only to another nominee of the Depository or to a successor Depository selected or approved by Textron or to a nominee
of such successor Depository.


 


There is no limit on the aggregate principal
amount of Securities of this series that may be issued by Textron. Without notice to or consent of any Holder of any Securities
of this series, Textron may, from time to time and at any time, issue and sell additional Securities of this series with the same
title and terms as this Security, except for the payment of interest accruing prior to the issue date of such additional Securities
or except for the first payment of interest following the issue date of such additional Securities.


 


The Securities of this series are issuable
only in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000 unless otherwise specified
above. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the
Holder surrendering the same.


 


No service charge shall be made for any such
registration of transfer or exchange of Securities, but Textron may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Prior to due presentment of this Global Security
for registration of transfer, Textron, the Trustee and any agent of Textron or the Trustee may treat the Person in whose name this
Global Security is registered as the owner hereof for all purposes, whether or not this Global Security is overdue, and neither
Textron, the Trustee nor any such agent shall be affected by notice to the contrary.


 






    


     


    

 


If at any time (a) the Depository
notifies Textron that it is unwilling or unable to continue as Depository for the Securities evidenced hereby or if at any
time the Depository shall no longer be registered or in good standing under the Exchange Act or other applicable statute or
regulation and a successor Depository is not appointed by Textron within 90 days after Textron receives such notice or
becomes aware of such condition, as the case may be, or (b) an Event of Default has occurred and is continuing and DTC
requests the issuance of Securities in definitive registered form, Textron will execute, and the Trustee will authenticate
and deliver, Securities in definitive registered form without coupons, in denomination of $2,000 or any amount in excess
thereof which is an integral multiple of $1,000 (such denominations referred to herein as “authorized
denominations”), of like tenor and in an aggregate principal amount equal to the principal amount of this Global
Security in exchange for this Global Security. In addition, Textron may at any time determine that the Securities evidenced
hereby shall no longer be represented by a Global Security. In such event Textron will execute, and the Trustee, upon receipt
of an Officers’ Certificate evidencing such determination by Textron, will authenticate and deliver Securities in
definitive registered form without coupons, in authorized denominations, and of like tenor and in an aggregate principal
amount equal to the principal amount of this Global Security in exchange for this Global Security. Upon the exchange of this
Global Security for such Securities in definitive registered form, without coupons, in authorized denominations, this Global
Security shall be cancelled by the Trustee. Securities in definitive registered form issued in exchange for this Global
Security shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities
to the Persons in whose names such Securities are so registered.


 


All terms used in this Global Security that
are defined in the Indenture and not herein otherwise defined shall have the meanings assigned to them in the Indenture.


 









    


     


    

 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto


 


 


 


____________________________

(Please insert social security,

tax identification number or other

identifying number of assignee)


 


________________________________________________________________________


 


________________________________________________________________________


 


________________________________________________________________________


 


(Please print or type name and address, including postal
zip code of assignee)


 


the within Global Security and all rights thereunder, hereby
irrevocably constituting and appointing _____________________________________ attorney to transfer said
Global Security on the books of Textron, with full power of substitution in the premises.


 


Dated:__________________________________________________________________


 


Signature:_______________________________________________________________


 


Signature guarantee:_______________________________________________________


 


NOTE: The signature to this assignment must
correspond exactly with the name as written upon the face of the within Global Security in every particular without alteration
or enlargement or any change whatsoever and must be guaranteed by a commercial bank or trust company having its principal office
or correspondent in The City of New York or by a member of the New York Stock Exchange.


 









    


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If the undersigned wants to elect to have
this Security purchased by Textron pursuant to the provisions hereof, check the box below:


 


o


 


If the undersigned wants to elect to have
only part of this Security purchased by Textron pursuant to the provisions hereof, state the amount the undersigned elects to have
purchased:


 


$__________


 


 


 


Dated:__________________________________________________________________


 


Signature:_______________________________________________________________


 


Tax Identification Number:_________________________________________________


 


Signature guarantee:_______________________________________________________


 


NOTE: The signature to this assignment must
correspond exactly with the name as written upon the face of the within Global Security in every particular without alteration
or enlargement or any change whatsoever and must be guaranteed by a commercial bank or trust company having its principal office
or correspondent in The City of New York or by a member of the New York Stock Exchange.