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                                                                  EXHIBIT 10.13C


                                Lewis B. Campbell
                             Restricted Stock Awards
                                  June 1, 1999

The Board of Directors approved an award of 200,000 shares of restricted stock
to Lewis B. Campbell (the "Executive") under the 1999 Long-Term Incentive Plan.
The terms of the awards are as follows:

*    The Executive will be granted restricted shares of Textron common stock
     provided he is still employed by Textron in accordance with the following
     schedule and EPS from continuing operations increases at an average annual
     growth rate of 8% or more over the vesting period using 1998 EPS of $2.68
     as the base amount.


             RESTRICTED SHARES              VESTING DATES
             -----------------              -------------
               50,000                       May 18, 2003   (57th birthday)
               50,000                       May 18, 2006   (60th birthday)
               50,000                       May 18, 2008   (62nd birthday)
               50,000                       May 18, 2011   (65th birthday)
              -------
              200,000

*    Textron shall retain the certificates representing the shares of restricted
     stock in its possession until such time as all restrictions applicable to
     such shares have lapsed.

*    Except as otherwise provided herein, the Executive shall not be entitled to
     receive the restricted shares if the EPS performance objective for the
     respective shares is not achieved or if his employment with Textron ends
     for any reason prior to the respective vesting date, provided that if the
     Executive's employment ends prior to such date because of his death,
     "Disability" (Attachment A), his involuntary termination by Textron without
     "Cause" (Attachment A) or by the Executive for "Good Reason" (Attachment
     A), the shares shall immediately become fully vested. In the event of such
     termination, the shares shall be issued within 30 days following
     termination of employment.

*    Notwithstanding the above, all unvested shares shall immediately vest upon
     a "Change in Control" (Attachment A).

*    Effective June 1, 1999 dividends shall be credited to the Executive and
     such dividends are to be accounted for as if reinvested in actual Textron
     common stock. Such dividends will vest immediately but payment will be
     deferred until the earlier of the restricted shares vest date or
     termination of employment.

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

*    With respect to withholding required upon the lapse of restrictions on the
     restricted stock, the Executive may elect, subject to the approval of the
     Board, to satisfy the withholding requirement, in whole or in part, by
     having Textron withhold shares having a fair market value on the date the
     tax is to be determined equal to the minimum statutory total tax which
     could be imposed on the transaction. Such election shall be irrevocable,
     made in writing, signed by the Executive, and shall be subject to any
     restrictions or limitations that the Board in its sole discretion, deems
     appropriate.


------------------------                      --------------
     John D. Butler                                Date


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                                                                    Attachment A
                                Lewis B. Campbell
                             Restricted Stock Awards
                                  June 1, 1999

                                  "DISABILITY"
                                  ------------
"Disability" shall mean, for purposes of this award, 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
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 a
good faith by the Executive (or his representatives) and Textron.

                                     "CAUSE"
                                     -------
"Cause" shall mean: (i) an act or acts of willful misrepresentation, fraud or
willful dishonesty (other than good faith expense account disputes) by the
Executive which 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 which 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 which has a material adverse impact (economic or
otherwise) on the Company; (v) the executive's willful failure to attempt to
perform his duties or his willful failure to attempt to follow the legal written
direction of the Board, which 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; or (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 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 which are not matters
of legal interpretation); No action or inaction should be deemed willful if not
demonstrably willful and 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 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.

                                  "GOOD REASON"
                                  -------------
"Good Reason" shall mean, without the Executive's express written consent, the
occurrence of any one or more of the following: (i) the assignment to the
Executive of duties materially inconsistent with the Executive's then
authorities, duties, responsibilities, and status (including offices, titles,
and reporting requirements), or any reduction in the Executive's then title,
position, reporting lines or a material reduction (other than temporarily while
Disabled or otherwise incapacitated) in his then status, authorities, duties, or
responsibilities or, if then a director of the Company, failure to be nominated
or reelected as a director of the Company or removal as such; (ii) relocation of
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 relocation of the principal office of the
Company to a location which is at least fifty (50) miles from the Company's
current headquarters, provided, however, if the Executive at the time of the
relocation is not located at the 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 and/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; (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.


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                                                                    Attachment A


Page 2


                               "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 which 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 which 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.