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Exhibit 10.1

Textron Inc.

 1999 LONG-TERM INCENTIVE PLAN FOR TEXTRON EMPLOYEES

(April 26, 2005 Restatement)

The 1999 Long-Term Incentive Plan for Textron Employees was adopted
by the Board of Directors on February 24, 1999 for the purpose of attracting,
retaining, and motivating selected employees. The plan was approved by Textron
shareholders on April 28, 1999.

This Restatement incorporates amendments adopted between the adoption of the
Plan and the execution date. The Plan is hereby amended and restated to read in
its entirety as follows:


Article I - General


1.1 Purpose. This plan authorizes the grant of stock options
("Options"), 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 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;

        (3) 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;

         (4) to prescribe the terms and provisions of any award under an Option or
share of Restricted Stock granted pursuant to this Plan;

        (5) 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 con-nection 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 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 sub-sidiary officer, administrative or professional
employee, or other selected employee capa-ble of making a substantial
contribution to the success of Textron. Options and shares of Restricted Stock
may be granted to full-time employees who are also members of the Board.
Stock option awards may be granted to non-employee directors. 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; and

  (b)    Restricted Stock as described in Article III.


1.5 Effective Date of Plan. The Plan shall be submitted to Textron
shareholders for ap-proval 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.


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 Com-mon 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 17,500,000 and the maximum number of shares of Restricted
Stock which may be granted under the Plan shall be 2,000,000.

(b) In the event that (1) any Option granted under the Plan expires
unexercised or its ter-minated or cancelled for any reason without
having been exercised in full or (2) 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 unexercised, terminated or cancelled or unearnable portion thereof, shall be
added to the remaining number of shares of Common Stock 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)    "Corporate Officer" shall mean corporate officers of
        Textron who are not assistant corporate officers.

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

  (g)    "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).

  (h)    "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.

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

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

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

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

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

  (n)    "Period of Restriction" shall mean the period during which
        the transfer of shares of Restricted Stock (RS) 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. Restricted Stock Awards (RSA) without any other
        performance-based qualification criteria other than the passage
        of time must have a minimum period of restriction of three (3) years.

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

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

        (q)    "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 150,000 Options can be granted to any
eligible employee during any calendar year, in each case subject to adjustments
provided in Section 6.9 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, for both Incentive Options and
Non-Qualified Options. 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 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 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 - Restricted Stock


3.1 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.


3.2 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 of Restricted Stock granted, and such other
provisions as the Committee shall determine.


3.3 Transferability. Except as provided in this Article III, 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.


3.4 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 IV 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 III or pursuant to Section 6.2 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.


3.5 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.


3.6 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.


3.7 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.


3.8 Exchange of Restricted Stock Units. In 2003, the Board granted
restricted stock units which are payable only in cash to Textron's
executive and certain other officers. Authorization has been given for the
exchange of those previously granted restricted stock units for shares of
Restricted Stock.


Article IV - 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 IV, 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 Restricted Stock under Article III
of this Plan if the Committee so determines), 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;

    (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 dis-cretion
to alter the governing Performance Targets without obtaining shareholder approv-al
of such changes, the Committee shall have sole discretion to make such changes
with-out 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 V - Beneficiaries


5.1 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.


5.2 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.


5.3 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.


5.4 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.


5.5 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 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 VI - Miscellaneous


6.1 General Restriction. Each grant or award under the Plan shall be
subject to the re-quirement that, if at any time the Committee shall
determine that any listing or registrat-ion 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.


6.2 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 require-ments 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.


6.3 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.


6.4 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.


6.5 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.


6.6 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.


6.7 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.


6.8 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 corp-oration which at the time in
question owns, directly or indirectly, a similar interest in Textron.


6.9 Adjustments for Certain Changes. (a) The aggregate number of
shares of Common Stock and of Restricted Stock available for grant under the
Plan, the number of shares of Common Stock covered by each outstanding Option or
award of Restricted Stock and the price per share thereof, and the maximum
number of Options 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 Per-formance 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 ac-count 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 6.9 (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.


6.10 Change in Control. (a) Not withstanding any other provision of
this Plan, in the event of a change in control as defined in Section 6.10(b):

     (1) each unexpired Option
shall be exercisable, beginning immediately, as to all re-maining shares
subject to the Option and

     (2) each share of
Restricted Stock subject to an outstanding grant shall become imme-diately
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,
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.


6.11 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 6.9(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 6.10) under an award previously granted.


6.12 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.