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                                                                    Exhibit 10.9

1999 LONG-TERM INCENTIVE PLAN FOR TEXTRON EMPLOYEES

Article I - General

1.1 PURPOSE. This plan authorizes the grant of stock options ("Options"),
performance share units ("Performance Share Units") and restricted stock
("Restricted Stock") to officers and other selected employees of Textron Inc.
("Textron") and its related companies to induce them to continue as Textron
employees and to reward them for improvement in Textron's long-term performance.

1.2 ADMINISTRATION. (a) The Board of Directors of Textron (the "Board") shall
appoint from among its members a committee (the "Committee") consisting of no
fewer than three directors, none of whom shall be eligible, and none of whom
shall have been eligible at any time within one year prior to or after
exercising discretion in administering the Plan, for any award under the Plan or
under any other employee benefit plan of Textron or any related company, and all
of whom shall certify that they are "outside directors" as defined by the Code.
Unless otherwise specified by the Board, the Committee, for purpose hereof,
shall mean the Organization and Compensation Committee of the Board.

(b) The Committee shall have the power subject to and within the limits of the
Plan:

         (1) to determine from time to time which eligible persons shall be
granted Options under the Plan, which Options shall be "Incentive Options" and
which shall be "Non-Qualified Options," as each is hereafter defined, the term
of each Option within which all or portions of the Option may be exercised and
the number of shares covered by each Option;

         (2) to determine from time to time which eligible persons shall be
granted Performance Share Units under the Plan, to fix the number of Performance
Share Units covered by each grant and conditions of each grant;

         (3) to determine from time to time which eligible persons shall be
granted shares of Restricted Stock under the Plan, to fix the number of shares
of Restricted Stock covered by each grant and the conditions of the grant;

         (4) to construe and interpret the Plan and to establish, amend and
revoke rules and regulations for its administration. The Committee, in exercise
of this power, shall generally determine all questions of policy and expediency
that may arise and may correct any defect, omission or inconsistency in the Plan
or in any agreement evidencing an award hereunder in a manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective;

     (5) to prescribe the terms and provisions of any award under an Option,
Performance Share Unit or share of Restricted Stock granted pursuant to this
Plan;


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     (6) generally, to exercise such powers and to perform such acts in
connection with the Plan as are deemed necessary or expedient to promote the
best interests of Textron.

(c) The Board at any time may designate one or more officers or committees of
Textron to act in place of the Committee in making any determination or taking
any action under the Plan. The Benefits Committee of Textron shall have the
authority to adopt one or more sub-plans of the Plan applicable to employees
located in countries other than the United States for the purpose of complying
with applicable laws and regulations of such countries. Notwithstanding the
above, all decisions concerning the Plan relate to persons who are Directors or
Corporate Officers of Textron shall be made by the Committee.

(d) The Board at any time may revest administration of the Plan, including all
powers and duties of the Committee, in the Board, provided that in any matter
relating to administration of the Plan, a majority of the Board and a majority
of the directors acting on such matter shall not be eligible, and shall not have
been eligible at any time within one year prior thereto, for a grant under the
Plan or under any other employee benefit plan of Textron or any related company.
In such all references herein to the Committee shall be deemed to refer to the
Board.

(e) All actions of the Board, the Committee or any designate under Section 1.2
in connection with the plan shall be final, conclusive and binding. No member
of the Board, the Committee or any designated committee, nor any designated
officer, shall be liable for any action taken or decision made in good faith
relating to the Plan or any grant or award hereunder.

1.3 ELIGIBILITY. The Committee may grant options, Performance Share Units or
shares of Restricted Stock under the Plan to any full-time employee of Textron
or any related company (determined at the date of grant) who is a corporate,
division, segment or subsidiary officer, administrative or professional
employee, or other selected employee capable of making a substantial
contribution to the success of Textron. Options, Performance Share Units and
shares of Restricted Stock may be granted to full-time employees who are also
members of the Board. In making grants and determining their form and amount,
the Committee shall consider functions and responsibilities of the employee, the
employee's potential contributions to profitability and sound growth of Textron
and such other factors, as the Committee deems relevant.

1.4 GRANTS. Grants under the Plan may be comprised of any of the following:

(a) Options as described in Article II;

(b) Performance Share Units as described in Article III; and

(c) Restricted Stock as described in Article IV.

1.5 Effective Date of Plan. The Plan shall be submitted to Textron shareholders
for approval at the annual meeting on April 28, 1999, or at any adjournment of
such meeting, and shall become effective immediately following its approval by
the affirmative vote of the holders of a majority of the shares present and
entitled to vote at such meeting.


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1.6 AGGREGATE LIMITATION ON GRANTS. (a) Shares of Common Stock, which may be
issued pursuant to grants under the Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock purchased
or acquired by Textron for this or any other purpose. Subject to Section 6.9(a)
(relating to adjustments upon changes in stock), the maximum number of shares of
Common Stock which may be subject to Options under the Plan shall be 8,000,000,
the maximum number of Performance Share Units which may be granted under the
Plan shall be 1,000,000 and the maximum number of shares of Restricted Stock
which may be granted under the Plan shall be 500,000.

(b) In the event that (1) any Option granted under the Plan expires unexercised
or its terminated or cancelled for any reason without having been exercised in
full, (2) all or any part of any Performance Share Units granted under the Plan
are terminated or unearnable for any reason, or (3) any grant of Restricted
Stock under the Plan are terminated or does not vest for any reason, the number
of shares of Common Stock therefore subject to such Option, or grant of
Restricted Stock, or the number of such Performance Share Units, or the
unexercised, terminated or cancelled or unearnable portion thereof, shall be
added to the remaining number of shares of common Stock, Performance Share
Units, or Restricted Stock, respectively, available for grant under the Plan.

1.7 ADDITIONAL DEFINITIONS. For purposes of this Plan, the following terms shall
have the meaning specified in this Section 1.7:


     (a)  "Award Period" shall mean the period during which Performance Targets
          or Performance Measures are to be accomplished.

     (b)  "Cause" shall mean a degree of less than acceptable performance as is
          determined by the Committee.

     (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time.

     (d)  "Common Stock" shall mean shares of Textron common stock.

     (e)  "Current Value" of a share of Common Stock on any date shall mean the
          average of the composite closing prices for Textron common stock, as
          reported in The Wall Street Journal, for ten trading days next
          following that date.

     (f) "Corporate Officer" shall mean corporate officers of Textron who are
          not assistant corporate officers.

     (g) "Director" shall mean a member of the Board of Directors of Textron.


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     (h) "Early Retirement" shall mean the attainment of any of the following
         requirements: age 55 with 10 years of Vesting Service, age 60, or 20
         years of Vesting Service. For the purposes of this Plan, "Vesting
         Service" shall have the meaning ascribed to it in Addendum A of the
         Textron Master Retirement Plan (January 1, 1998 Restatement).

     (i) "Fair Market Value" shall mean (except as may be required by Section
         422 or any other applicable law) the simple average of the high and
         low prices of the Common Stock on the New York Stock Exchange
         Composite Transactions Listing on a particular date.

     (j) "Incentive Options" shall mean Options, which are incentive stock
         options under section 422 of the Code.

     (k) "Non-Qualified Options" shall mean Options which are not Incentive
         Options.

     (l) "Options" shall mean options to purchase shares of Common Stock, which
         are granted pursuant to this Plan.

     (m) "Performance-Based Exception" shall mean the performance-based
         exception from the tax deductibility limitations of Code section
         162(m).


     (n) "Performance Measures" shall mean the performance standards described
         in Section 3.4 of this Plan.

     (o) "Performance Share Units" shall mean fictional shares of Common Stock
         accumulated and accounted for under this Plan for the sole purpose of
         determining the cash amount of any distribution on account of awards
         earned pursuant to Article III of this Plan.


     (p) "Performance Targets" shall mean the performance standards described
         in Article V of this Plan.

     (q) "Period of Restriction" shall mean the period during which the
         transfer of shares of Restricted Stock is limited in some way (based
         upon the passage of time, the achievement of performance goals, or
         upon the occurrence of other events as determined by the Board, at its
         discretion), and during which the shares of Restricted Stock are
         subject to a substantial risk forfeiture, as provided in Article IV
         herein.


     (r) "Plan" shall mean the 1999 Long-Term Incentive Plan for Textron
         Employees.


     (s) "Restricted Stock" shall mean an award of Common Stock granted under
         Article IV of the Plan.


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     (t) "Total Disability" shall mean a permanent mental or physical
         disability as determined by the Committee.

Article II - Options

2.1 GRANT OF OPTIONS. The Committee may from time to time, subject to the
provisions of the Plan and such other terms and conditions as it may prescribe,
grant to eligible employees one or more Options to purchase shares of Common
Stock under the Plan. A maximum of 75,000 Options can be granted to any eligible
employee during any calendar year, in each case subject to adjustments provided
in Section 7.9 of this Plan. Options granted hereunder may be Incentive Options
under Section 422 of the Code (Section 422). Options granted hereunder which are
not Incentive Options are referred to as "Non-Qualified Options."

2.2 OPTION AGREEMENTS. The grant of an Option shall be evidenced by a written
Option Agreement, executed by Textron and the optionee, stating the number of
shares of Common Stock subject to the Option, designating whether and to what
extent the Option is an Incentive Option and containing such investment
representations and other terms and conditions as the Committee may from time to
time determine, or as may be required by Section 422 or any other applicable
law.

2.3 OPTION PRICE. The purchase price for the Common Stock covered by any Option
granted under the Plan shall in no case be less than 100% of the Fair Market
Value of such Common Stock at the time the Option is granted. The purchase price
of the shares as to which an Option shall be exercised shall be paid in full at
the time of exercise at the election of the optionee (1) in cash, (2) by
tendering to Textron Shares of Common Stock then owned by the optionee having a
Fair Market Value equal to such purchase price, or (3) partly cash and partly in
shares of Common Stock valued at Fair Market Value. The Committee may also allow
cashless exercise as permitted under the Federal Reserve Board's Regulation T,
subject to applicable securities law restrictions, or by any other means which
the Committee determines to be consistent with the Plan's purpose and applicable
law.

2.4 TERM OF OPTION. The term of each Option granted under the Plan shall be for
such period, as the Committee shall determine but no more than 10 years from the
date of grant thereof in the case of an Incentive Option. Each Option shall be
subject to earlier termination as provided in Section 2.6 or 2.7, if applicable.

2.5 EXERCISE OF OPTION. Each Option granted under the Plan shall be exercisable
on such date or dates during the term thereof and for such number of shares of
Common Stock as may be provided in the Option Agreement evidencing its grant
provided that an Option shall not be exercisable for less than 50 shares (or the
remaining number of shares subject to the Option if that number is less than
50). No option shall be exercisable for at least six months after the date of
its issuance, except as otherwise provided in this Plan. To exercise an Option
as to all or part of the shares covered thereby, an optionee shall furnish to
the Secretary of Textron at Textron's principal office written notice of such
exercise together with the purchase price for the shares. The notice shall
specify the


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number of shares then being purchased. In the discretion of the Committee, the
Option Agreement may provide that shares may be issued in the name of the
optionee and another person jointly with rights of survivorship. During the life
of an optionee, an Option shall be exercisable only by the optionee or by the
optionee's guardian or legal representative.

2.6 TERMINATION OF EMPLOYMENT. (a) If an optionee's employment with Textron or a
related company shall terminate for Cause, as determined by the Committee, all
Options held by the optionee shall expire immediately.

(b) If the employment with Textron and its related companies of an optionee who
is not described in Section 2.6(a) shall end after the optionee has become
eligible for Early Retirement, the optionee shall have the right to exercise
each Option granted to the optionee within 36 months after the end of the
optionee's employment (or within such shorter period as may be specified in the
related Option Agreement) to the extent the Option is exercisable at the time of
exercise.

(c) If an optionee's employment with Textron and its related companies
shall end as a result of the optionee's Total Disability, the optionee shall
have the right to exercise each Option granted to the optionee as to all
unexercised shares until the expiration of its term.

(d) If an optionee shall die while employed by Textron or a related company or
while any option granted to the optionee is still exercisable under section
2.6(b), (c) or (e), any such Option may be exercised as to all unexercised
shares within a period of one year from the date of the optionee's death by the
executor or administrator of the optionee's estate or by the person or persons
whom the optionee shall have transferred such right by will or by the laws of
descent or distribution.

(e) If an optionee's employment with Textron and its related companies shall end
for any reason not specified in Sections 2.6(a), (b) or (d), the optionee shall
have the right to exercise each Option granted to the optionee within three
months after his or her termination of employment (or within such later time, up
to 36 months after his or her termination of employment, as the Committee may
determine) but, unless otherwise determined by the Committee, only to the extent
the Option is exercisable at the time of such termination of employment.

(f) Notwithstanding anything in the contrary in this Section 2.6, in no event
shall an Option be exercisable after the expiration of its term.

2.7 INCENTIVE OPTIONS. (a) Incentive Options shall be subject to the additional
terms and conditions of this Section 2.7.

(b) No Incentive Option shall be issued hereunder to any individual who, at the
time the Incentive Option is granted, owns stock processing more than ten
percent of the total combined voting power of all classes of stock of Textron or
any related company.

(c) To the extent that the aggregate fair Market Value (determined as of the
time the Incentive Option is granted) of the Common Stock with respect to which
any Incentive


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Stock Options granted are exercisable for the first time by an optionee during
any calendar year (under all employee benefit plans of Textron and its related
companies) exceeds $100,000 (or such larger maximum as may be permitted under
the Code for Incentive Stock Options granted to an individual employee at the
time the Incentive Option is granted), such options shall be treated as
Non-Qualified Options.

(d) Any optionee who disposes of shares of Common Stock acquired by or pursuant
to exercise of an Incentive Option by sale, exchange, gift or other disposition
described in Section 424 (c) of the Code, either (1) within two years after the
date of the grant of the Incentive Option under which the shares were acquired,
or (2) within one year of the acquisition of such shares, shall notify the
Secretary of Textron at Textron's principal office of such disposition, the
amount realized, the exercise price and the date of exercise of such shares.
Textron shall have the right to withhold from other sums which it may owe to the
optionee, or to accept remittance by the optionee of the sums in lieu of, an
amount sufficient to satisfy any federal, state and local withholding tax
requirements to such a disposition.

(e) The Option Agreement with respect to Incentive Options shall contain such
other provisions as may be required by Section 422 or any other applicable law.

Article III - Performance Share Units

3.1 AWARD OF PERFORMANCE SHARE UNITS. (a) The Committee may, from time to time,
subject to the provisions of the Plan and such other terms and conditions as the
Committee may prescribe, grant to eligible employees one or more Performance
Share Units. Such grants shall be evidenced in writing. A maximum of 60,000
Performance Share Units may be granted to any eligible employee for any Award
Period, in each case subject to adjustment as provided in Section 7.9 of this
Plan.

(b) The existence of the Performance Share Units is for record keeping purposes
only and does not require and segregation of assets.

3.2 CONDITIONS OF GRANT. When a grant of Performance Share Units is made, the
Committee shall determine: (1) the number of Performance Share Units included in
this grant; (2) the Performance Targets or Performance Measures as described
further in Section 3.4; and (3) the Award Period during which the Performance
Targets or Performance Measurements are to be accomplished.

3.3 PAYMENT FOR PERFORMANCE SHARE UNITS. Payment in respect of earned
Performance Share Units shall be due not more than 90 days after the Award
Period for such Performance Share Units has ended. Such payment shall be in the
amount determined under Section 3.6, or in a greater amount pursuant to the last
two sentences of Section 3.4, and shall be made in one or more equal annual
installments subject to such terms and conditions as the Committee shall
specify. Payments for Performance Share Units shall be made in cash.

3.4 PERFORMANCE MEASURES AND PERFORMANCE TARGETS. Upon making a grant of
Performance Share Units, the Committee shall establish the applicable
Performance


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Measures or Performance Targets to be attained for the Award Period as a
Condition of the related Performance Shares being earned in whole or part.
Performance Targets shall be established only in terms of the standards set
forth in Article V of this Plan. Attainment of a primary Performance Target in
an Award Period shall result in the earning of all of the Performance Share
Units related to that Performance Target. For Corporate Officers only, Awards
may not exceed 100% of the value of Performance Share Units related to the
applicable Performance Targets. Failure to attain a minimum Performance Target
in an Award Period shall result in the failure to earn any of the Performance
Share Units related to that Performance Target. Attainment between a primary and
minimum Performance target in an Award Period shall result in the earning of a
portion of the Performance Share Units related to those Performance Targets,
determined by a pre-established mathematical formula which shall be determined
by the Committee. The Committee may determine an award less than that determined
by the formula, but may not, however, determine an award more than that derived
by the formula. Performance Measures may be expressed in terms of any standard,
financial or otherwise, as the Committee may determine. Performance Share Units
related to one or more Performance Measures shall be earned only as determined
by the Committee and may not exceed 100% of the value of such Performance Share
Units.

3.5 TERMINATION OF EMPLOYMENT. (a) If a grantee's employment with Textron or
related company shall terminate for Cause, as determined by the Committee, all
of the grantee's outstanding performance Share Units will be cancelled
immediately.

(b) If the employment with Textron and its related companies of the grantee who
is not described in Section 3.5(a) shall end during an Award Period but no more
than one year after its beginning:

    (1) due to death or Total Disability, or after the guarantee has become
eligible for Early retirement, the grantee or the grantee's successor in
interest shall be entitled to payment on account of the Performance Share Units
earned during that Award Period, if any, on a pro rata basis, or

    (2) otherwise than as described in Section 3.5(b)(1), the grantee or the
grantee's successor in interest shall be entitled to payment on account of the
Performance Share Units earned during that Award Period on a pro rata basis only
as determined by the Committee.

(c) If a grantee's employment with Textron and its related companies shall end
during an Award Period but one year or less after its beginning, all of the
grantee's Performance Share Units relating to that Award Period shall be
cancelled.

3.6 AMOUNT OF PAYMENT FOR SHARE UNITS. Any payment with respect to earned
Performance Share Units shall be made in cash and shall be in an amount equal to
the product of (1) the Current Value of Textron Common Stock on the date on
which they are deemed earned, times (2) the number of whole and fractional
Performance Share Units which have been earned. For purposes of this Plan,
earned Performance Share Units shall be


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deemed earned as of the last day of the applicable Award Period unless the
Committee determines otherwise.



Article IV - Restricted Stock

4.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan,
the Committee, at any time and from time to time, may grant Shares of Restricted
Stock to eligible employees in such amounts, as the Board shall determine. A
maximum of 200,000 shares of Restricted Stock may be granted to any eligible
employee in any one calendar year, in each case subject to adjustment as
provided in Section 6.9 of this Plan.

4.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be evidenced
by a Restricted Stock Award Agreement that shall specify the Period(s) of
Restriction, the number of Shares Restricted Stock granted, and such other
provisions as the Committee shall determine.

4.3 TRANSFERABILITY. Except as provided in this Article IV, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated until the end of the applicable Period of
Restriction established by the Committee in its sole discretion and set forth in
the Restricted Stock Award Agreement. All rights with respect to the Restricted
Stock granted to an eligible employee under the Plan shall be available during
his or her lifetime only to such eligible employee.

4.4 OTHER RESTRICTIONS. The Committee shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, continued employment with
Textron, a requirement that eligible employees pay a stipulated purchase price
for each Share of Restricted Stock, restrictions based upon the achievement of
specific performance goals (company-wide, divisional, and/or individual),
time-based restrictions on vesting following the attainment of performance
goals, and/or restrictions under applicable federal or state securities laws.
With respect to awards of Restricted Stock based on Performance targets, the
Committee will establish Performance targets in accordance with the standards
set forth in Article V of this Plan.

    Textron may retain the certificates representing Shares of Restricted Stock
in its possession until such time as all conditions and/or restrictions
applicable to such Shares have been satisfied.

    Except as otherwise provided in this Article IV or pursuant to Section 7.2
of the Plan, or as restricted by applicable law, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become freely
transferable by the eligible employee after the last day of the applicable
Period of Restriction.

4.5 VOTING RIGHTS. Eligible employees holding Shares of Restricted Stock granted
hereunder may be granted the right to exercise full voting rights with respect
to those Shares during the Period of Restriction.

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4.6 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
eligible employees holding Shares of Restricted Stock granted hereunder may be
credited with regular cash dividends paid with respect to the underlying Shares
while they are so held. The Committee may apply any restrictions to the
dividends that the Committee deems appropriate. Without limiting the generality
of the preceding sentence, if the grant or vesting of Restricted Shares granted
to an eligible employee is designated to comply with requirements of the
Performance-Based Exception, the Committee may apply any restrictions it deems
appropriate to the payment of dividends declared with respect to such Restricted
Shares, such that the dividends and/or the Restricted Shares maintain
eligibility for the Performance-Based Exception.

4.7 TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each Restricted Stock Award
Agreement shall set forth the extent to which the eligible employee shall have
the right to receive un-vested Restricted Stock following termination of the
eligible employee's employment or directorship with Textron. Such provisions
shall be determined in the sole discretion of the Committee, shall be included
in the Award Agreement entered into with each eligible employee, need not be
uniform among all Shares of Restricted Stock issued pursuant to the Plan, and
may reflect distinctions based on the reasons for termination; provided, however
that, except in the cases of terminations connected with a Change in Control and
terminations by reason or death or Total Disability, and certain terminations
without Cause, the vesting of shares of Restricted Stock which qualify for the
Performance-Based Exception and which are held by eligible employees shall occur
at the time they otherwise would have, but for the termination.

Article V - Performance-Based Exception

    Unless and until the Committee proposes for shareholders to vote and
shareholders approve a change in the general Performance Targets set forth in
this Article V, the attainment of which may determine the degree of payout
and/or vesting with respect to awards to eligible employees which are designed
to qualify for the Performance-Based Exception (such as Performance Share Units
under Article III of this Plan, and, if the Committee so determines, Restricted
Stock under Article IV of this Plan), the Performance Targets to be used for
purposes of such grants shall be chosen from among:

     (a) Textron's earnings per share;

     (b) Net operating profit;

     (c) After-tax profit;

     (d) Return on equity;

     (e) Return on invested capital;

     (f) Economic profit;

     (g) Margins;


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     (h) Cash flow; and

     (i) Shareholder value.

    The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the pre-established Performance Targets; provided,
however, that awards which are designed to qualify for the Performance-Based
Exception, and which are held by eligible employees, may not be adjusted upward
(the Committee shall retain the discretion to adjust such awards downward).

    In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing Performance Targets without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee deter-mines that it is advisable to
grant awards, which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).

Article VI - Beneficiaries

6.1 A Participant may designate one or more Beneficiaries to receive Plan
benefits payable on the Participant's account after his or her death. A
Beneficiary may designate one or more Beneficiaries to receive any unpaid Plan
benefits to the extent this designation does not contravene any designation
filed by the deceased Participant through whom the Beneficiary himself or
herself claims under this Plan. Beneficiaries shall be designated only upon
forms made available by or satisfactory to the Benefits Committee or its
designee, and filed by the Participant or Beneficiary with that committee or
designee.

6.2 At any time prior to his or her death, a Participant or Beneficiary may
change his own designation of Beneficiary by filing a substitute designation of
Beneficiary with the Benefits Committee or its designee.

6.3 In the absence of an effective designation of Beneficiary, or if all persons
so designated shall have predeceased the Participant or shall have died before
the complete distribution of Plan benefits, the balance of Plan benefits shall
be paid to the Participant's surviving spouse or, if none, to the Participant's
issue per stirpes or, if no issue, to the executor or administrator of the
Participant's or Beneficiary's estate, or as otherwise determined by the
Benefits Committee in its sole discretion.

6.4 If a Participant's Compensation or a Plan benefit is community property, any
designation of Beneficiary shall be valid or effective only as permitted under
applicable law.

6.5 If a Plan benefit is payable to a minor or person declared incompetent or to
a person incapable of handling the disposition of his property, the Benefits
Committee may direct Textron to pay such Plan benefit to the guardian, legal
representative or person having the care and custody of such minor, incompetent
or person. The Benefits Committee may


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require proof of incompetency, minority, incapacity or guardianship as it deems
appropriate prior to distribution of the Plan benefit. Such distribution shall
completely discharge the Benefits Committee and any Textron Company from all
liability with respect to such benefit.

Article VII - Miscellaneous

7.1 GENERAL RESTRICTION. Each grant or award under the Plan shall be subject to
the requirement that, if at any time the Committee shall determine that any
listing or registration of the shares of Common Stock or any consent or approval
of any governmental body, or any other agreement or consent, is necessary or
desirable as a condition of a grant, an award or issuance of Common Stock or
cash in satisfaction thereof, such grant or award may not be consummated unless
each such requirement is satisfied in a manner acceptable to the Committee.

7.2 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any shares of Common Stock acquired pursuant to this Plan as it
may seem advisable, including, without limitation, restrictions under federal
securities laws, under the requirements of any stock exchange or market upon
which such shares are then listed or traded, and under any blue sky or state
securities laws applicable to such shares.

7.3 NON-ASSIGNABILITY. No award under the Plan shall be assignable or
transferable by the recipient thereof, except by will or by laws of descent and
distribution.

7.4 WITHHOLDING TAXES. Whenever Textron proposes to or is required to issue or
transfer shares of Common Stock under the Plan, Textron shall have the right to
withhold or to require the participant to remit to Textron an amount sufficient
to satisfy any federal, state and local withholding tax requirements. A
participant may elect to use company shares to satisfy tax withholding
obligations on the exercise of non-qualified options and the vesting of
restricted stock to meet the minimum statutory tax withholding requirements.
Whenever under the Plan payments by Textron are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any federal, state and
local withholding tax requirements.

7.5 NO RIGHT TO EMPLOYMENT. Nothing in the Plan or in any agreement entered into
pursuant to it shall confer upon any participant the right to continue in the
employment of Textron or a related company or affect any right which Textron or
a related company may have to terminate the employment of such participant.

7.6 NON-UNIFORM DETERMINATION. The determinations under the Plan of the
Committee or of any designate (including without limitation its determinations
of the persons to receive grants or awards, the form, amount, timing and payment
of such grants or awards, the terms and provisions of such grants or awards, and
the establishment of Performance Measures or Performance Targets) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.


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<PAGE>   13

7.7 NO RIGHTS AS SHAREHOLDERS. Recipients of grants or awards under the Plan
shall have no rights as shareholders of Textron unless and until certificates
for shares of Common Stock are issued to them, except for such voting rights and
dividend rights as may be provided for in a Restricted Stock award agreement.

7.8 RELATED COMPANY. As used in the Plan, "related company" means any
corporation in which Textron at the time in question owns, directly or
indirectly, stock processing 50 percent or more of the total combined voting
power of all classes of stock and any corporation which at the time in question
owns, directly or indirectly, a similar interest in Textron.

7.9 ADJUSTMENTS FOR CERTAIN CHANGES. (a) The aggregate number of shares of
Common Stock, of Performance Share Units and of Restricted Stock available for
grant under the Plan, the number of shares of Common Stock covered by each
outstanding Option, Performance Share Unit or award of Restricted Stock and the
price per share thereof, and the maximum number of Options, Performance Share
Units, or shares of Restricted Stock that can be awarded to any eligible
employee shall all be proportionately adjusted for an increase or decrease in
the number of issued shares of 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.

(b) The Committee may, in its discretion and for purposes of determining whether
Performance Measures or Performance Targets have been met, equitably restate
Textron's earnings per share, net operating profit, return on equity or any
other standard utilized in establishing the Performance Measures or Performance
Targets in order to take into account the effect, if any, of (1) acquisitions or
dispositions of businesses by Textron, (2) extraordinary and non-recurring
events, (3) a change in capitalization described in Section 7.9 (a), or (4) any
change in accounting practices, tax laws or other laws or regulations that, in
the opinion of the Committee, significantly affects the financial performance of
Textron.

7.10 CHANGE IN CONTROL. (a) Not withstanding any other provision of this Plan,
in the event of a change in control as defined in Section 7.10(b):

    (1) the Award Period for each outstanding Performance Share Unit shall end,
and each such unit shall be deemed to have been earned, as of the end of the
Award Period and shall be payable immediately and in full; and

    (2) each unexpired Option shall be exercisable, beginning immediately, as to
all remaining shares subject to the Option and

    (3) each share of Restricted Stock subject to an outstanding grant shall
become immediately vested and all restrictions on transferability (except those
as shall be imposed by applicable law) shall be removed.

(b) For purposes of this Plan, a "Change in Control" shall occur if (i) any
"person" or "group" (within the meaning of Sections 13 (d) and 14 (d)(2) of the
Securities Exchange Act of 1934, as amended (the "Act")) other than Textron, any
"person" who on April 27,


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<PAGE>   14

1994 was a director or officer of Textron, any trustee or other fiduciary
holding Common Stock under an employee benefit plan of Textron, or related
company, or any corporation which is owned, directly or indirectly, by the
stockholders of Textron in substantially the same proportions as their ownership
of Common Stock, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Act) of more than thirty percent (30%) of the then outstanding voting
stock of Textron, or (ii) during any period of two consecutive years,
individuals who are at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority thereof, or (iii) the shareholders of Textron approve a
merger or consolidation which would result in the voting securities of Textron
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting power of
the voting securities of Textron or such surviving entity outstanding
immediately after such merger or consolidation, or (iv) the shareholders of
Textron approve a plan of complete liquidation of Textron or an agreement for
the sale or disposition by Textron of all or substantially all of Textron's
assets.

7.11 AMENDMENT OR TERMINATION OF THE PLAN. The Board, without further approval
of the shareholders, may at any time terminate the Plan or any part thereof and
may from time to time amend the Plan as it may deem advisable including with
respect to Incentive Options any changes deemed necessary or desirable to comply
with Section 422 and any regulations thereunder; provided, however, that without
shareholder approval, the Board may not (a) increase the aggregate number of
shares of Common Stock which may be is-sued under the Plan (other than increases
permitted under section 4.9(a)) or (b) extend the period during which an
Incentive Option may be exercised beyond ten years. Termination or amendment of
the Plan shall not, without the consent of the individual, affect any right of
such individual (including without limitation any right under Section 4.10)
under an award previously granted.

7.12 COMPLIANCE WITH CODE SECTION 162(m). At all times when Code section 162(m)
is applicable, all awards under this Plan shall comply with the requirements of
Code section 162(m); provided, however, that in the event the Committee
determines that such compliance is not desired with respect to any award or
grant under the Plan, then compliance with Code section 162(m) shall not be
required. In addition, in the event that changes are made to section 162(m) to
permit greater flexibility with respect to awards or grants available under the
plan, the Committee may, subject to this Article VI, make adjustments it deems
appropriate.


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