Exhibit 10




Exhibit 10.2

Textron Inc.

PERFORMANCE SHARE UNIT PLAN FOR TEXTRON EMPLOYEES

(April 26, 2005)

The 1999 Long-Term Incentive Plan for Textron Employees ("1999
LTIP"), when it was approved by shareholders in 1999, contained provisions
relating to Performance Share Units ("PSUs"). In 2004, shareholders
approved a proposal that removed PSUs from the 1999 LTIP since PSUs are
cash-based rather than share-based compensation. As a result of
the proposal, the terms that had governed PSUs did not change; rather, these
terms were merely separated from the terms that remained a part of the 1999 LTIP.
The Performance Share Unit Plan for Textron Employees formalizes this separation
of terms and provisions.

The Plan is stated as follows:


Article I - General


1.1 Purpose. This plan authorizes the grant of Performance Share
Units 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
Performance Share Units under the Plan, to fix the number of Performance Share
Units covered by each grant and conditions of each grant;

               
(2) 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;

            (3) to prescribe the terms and provisions of any Performance Share Units
granted under the Plan;

            (4) 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 Performance Share Units
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. Performance Share Units 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 Performance
Share Units as described in Article II.


1.5 Additional Definitions. For purposes of this Plan, the following
terms shall have the meaning specified in this Section 1.5:


  
        (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.

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

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

        (k)     "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.

        (l)     "Performance
        Targets" shall mean the performance standards described in Article
        III of this Plan

        (m)     "Plan"
        shall mean the 2004 Performance Share Units Plan for Textron Employees.

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

  




Article II - Performance Share Units


2.1 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 Unit. Such grants shall be evidenced in writing.

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


2.2 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 2.4; and (3) the Award Period during which the
Performance Targets or Performance Measurements are to be accomplished.


2.3 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 2.6, or in a greater amount pursuant to
the last two sentences of Section 2.4, 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.


2.4 Performance Measures and Performance Targets. Upon making
a grant of Performance Share Units, the Committee shall establish the applicable
Performance 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.

In addition to the above targets, stretch targets related to return on
invested capital will be established. Such targets will provide the participants
with the opportunity to earn up to an additional 30% of the value of the
performance share units. Performance share units related to one or more
performance measures shall be earned only as determined by the committee and may
not exceed more than 130% of the value of such units.


2.5 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 2.5(a) shall end during an Award Period but 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 2.5(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.


2.6 Amount of Payment for Share Units. Any payment with respect to
earned Perform-ance 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 deemed earned as of the last day
of the applicable Award Period unless the Committee determines otherwise.


Article III - 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 III, 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 of the Performance Share Units under Article
II of this Plan, and, if 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 IV - Beneficiaries


4.1 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.


4.2 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.


4.3 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.


4.4 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.


4.5 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 V - Miscellaneous


5.1 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.


5.2 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.


5.3 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.


5.4 Withholding Taxes. Whenever 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.


5.5 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.


5.6 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.


5.7 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.


5.8 Adjustments for Certain Changes. (a) The aggregate number of
Performance Share Units granted under this Plan shall all be proportionately
adjusted for an increase or decrease resulting from a stock split.

(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 5.9 (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.


5.9 Change in Control. (a) Not withstanding any other provision of
this Plan, in the event of a change in control as defined in Section 5.9(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

(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.


5.10 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.


5.11 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 V, make adjustments
it deems appropriate.