TEXTRON  Notice of Grant of Stock Options and Option Agreement 
Incentive Stock Options




Exibit 10.2



TEXTRON



Notice of Grant of Stock Options

and Option Agreement



Incentive Stock Options



	
      Name
	
      Option No.:

	
      Address
	
      Plan:     1999

	 	
      ID:

	 	
      Location:





Effective [Grant Date] ("Date of Grant"), you have been granted
an Incentive Stock Option to buy [Shares] shares of Textron Inc. (the
"Company") stock at [Price] per share. The total option price
of the shares granted is [Value]. This grant is subject to the Incentive
Stock Option Terms and Conditions (1/2004 version) which are available on the
Textron Enterprise Intranet and the Stock Option Non-Competition
Agreement (1/2002 version) attached hereto.

Shares will become exercisable and will expire on the dates shown below,
subject to earlier expiration or termination as provided in the Terms and
Conditions:




 


  
	
      Shares 
	
      Date Exercisable 
	
      Expiration Date 

	
       [SharesVest 1] 
	
       [Vest Date 1] 
	
       [Expire Date 1] 

	
       [Shares Vest 2] 
	
       [Vest Date 2] 
	
       [Expire Date 2] 

	
       [Shares Vest 3] 
	
       [Vest Date 3] 
	
       [Expire Date 3] 

	
      [Shares Granted]
	 	 


  



 

By your signature and the Company's signature below,
you and the Company agree that these options are governed by Textron's
Incentive Stock Option Terms and Conditions (1/2004 version) which are available
on the Textron Enterprise Intranet and subject to the Non-Competition
Agreement (1/2002 version), which is attached hereto and made a part of this
document.


TEXTRON INC.


	
      By:
	
       

    	 	
       

    
	 	 	 	
      Date

	 	 	 	 
	 	 	 	
       

    
	 	
      <Optionee>
	 	
      Date




 

 


Please retain a copy of this signed agreement and return the
original to

your Human Resources Department within 60 days of receipt of
this grant.


 

TEXTRON INC.


INCENTIVE STOCK OPTION TERMS AND CONDITIONS


UNDER TEXTRON 1999 LONG-TERM INCENTIVE PLAN


(1/2004)



	 



     1.     Grant
of Options. Pursuant to instructions of the Organization and Compensation
Committee (the "Committee") of the Board, Textron has granted to
Optionee the right and option (the "Option") to purchase all or any
part of the number of shares of Common Stock (the "Option
Shares") set forth on the applicable Notice of Grant signed by Textron
and Optionee (the "Notice of Grant") on the terms and conditions
herein set forth.

     2.     Purchase
Price. The purchase price of the Option Shares shall be the price set forth
on the Notice of Grant, which is the fair market value of a share of Common
Stock on the Date of Grant.

     3.     Term
of Option and Period of Exercise. The Option shall expire on the date set
forth on the Notice of Grant (ten years from the Date of Grant), subject to
earlier expiration or termination as hereinafter provided. Except as provided in
Section 6(c), (d) or (e) or Section 9, the Option may not be exercised for one
year from the Date of Grant; after one year from the Date of Grant, the Option
may be exercised for up to one-third of the Option Shares; after two
years from the Date of Grant, the Option may be exercised for up to
two-thirds of the Option shares; and after three years from the Date of
Grant, the Option may be exercised as to all remaining Option Shares. The Option
shall not be exercisable for less than 50 Option Shares (or the remaining number
of Option Shares if that number is less than 50) or after it shall have expired
or terminated.

     4.     Exercise
of Option.

     (a)     Subject
to these terms and conditions and the Non-Competition Agreement
applicable to this Option, the Option may be exercised by written notice to
Textron, at its principal office, at 40 Westminster Street, Providence, Rhode
Island 02903, attention of its Secretary. Such notice shall state the election
to exercise the Option and the number of Option Shares in respect of which it is
being exercised, and shall be signed by the person or persons so exercising the
Option. Such notice shall be accompanied by payment of the full purchase price
of said Option Shares, upon the receipt of which Textron shall issue and deliver
as soon as practicable a certificate or certificates representing said Option
Shares. The certificate or certificates for said Option Shares shall be
registered in the name of the person or persons so exercising the Option (or, if
the Option shall be exercised by Optionee and if Optionee shall so request in
the notice exercising the Option, shall be registered in the name of Optionee
and another person jointly, with right of survivorship) and shall be delivered
as aforesaid to or upon the written order of the person or persons exercising
the Option. During the life of the optionee, an option shall be exercisable only
by the optionee or by the optionee's guardian or legal representative.
In the event the Option is being exercised pursuant to Sections 5 or 6(d) by any
person or persons other than Optionee, the notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All Option Shares issued as provided herein will be fully paid and nonassessable.
Textron shall pay all original issue taxes, if any, with respect to the issuance
thereof.

     (b)     The
purchase price of the Option Shares shall be paid in full at the time of
exercise at the election of Optionee (1) in cash, (2) by tendering to Textron
shares of Common Stock then owned by Optionee having a fair market value equal
to such purchase price on the date of exercise or (3) partly in cash and partly
in shares of Common Stock valued at fair market value on the date of exercise.
To the extent that payment is made in shares of Common Stock, the number of
shares shall be determined by dividing the amount of such payment by the fair
market value of a share of Common Stock on the date of payment. Except as
provided in Section 6, the Option may not be exercised unless Optionee was an
employee of either Textron or a related company at all times from the Date of
Grant through the date of exercise. Optionee shall have no rights as a
shareholder of Textron unless and until a certificate for shares of Common Stock
shall have been issued to Optionee.

     5.     Non-Assignability
of Option. The Option shall not be assignable or transferable by Optionee
except by will or the laws of descent and distribution.

     6.     Termination
of Employment.

     (a)     If
Optionee's employment with Textron or a related company shall terminate
for cause, as determined by the Committee, all Option(s) held by the optionee
shall expire immediately.

     (b)     If
Optionee's employment with Textron or a related company shall terminate
after Optionee has become eligible for normal or early retirement, and if
Section 6(a) does not apply, Optionee shall have the right to exercise the
Option within 36 months after termination to the extent the Option is
exercisable at the time of exercise. Early Retirement with Textron is defined as
attainment of age 60, the completion of 20 years of vesting service, or the
attainment of age 55 with the completion of 10 years of vesting service. Normal
Retirement with Textron is age 65.

     (c)     If
Optionee's employment with Textron or a related company shall terminate
as a result of Optionee's total disability, Optionee shall have the
right to exercise the Option as to all unexercised Option Shares until the
expiration of its term. For purposes of the foregoing sentence, "total
disability" shall mean a permanent mental or physical disability as
determined by the Committee.

     (d)     If
Optionee shall die while employed by Textron or a related company or while the
Option is still exercisable under Sections 6(b), (c) or (e), the Option may be
exercised as to all unexercised Option Shares within a period of one year from
the date of Optionee's death by the executor or administrator of
Optionee's estate or by the person or persons to whom Optionee shall
have transferred such right by will or by the laws of descent and distribution.

     (e)     If
Optionee's employment with Textron and its related companies shall
terminate for any reason not specified in Sections 6(a), (b), (c) or (d),
Optionee shall have the right to exercise each Option granted to the optionee
within three months after Optionee's termination (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. In no event, however, shall an option be exercisable under this
Section 6(e) for six months from the Date of Grant.

     (f)     Notwithstanding
anything to the contrary in this Section 6, in no event shall the Option be
exercisable after the expiration of its term.

     (g)     Notwithstanding
any longer period provided above for exercise of the Option, to be eligible for
treatment as an "incentive stock option" under Section 422A of the
Internal Revenue Code of 1986, as it may be amended (the "Code"), the
Option must be exercised within three months of Optionee's termination
of employment (other than by death or as a result of disability) with Textron or
a related company, and in the case of Optionee's disability (within the
meaning of Section 422A(c)(9) of the Code) within one year of such termination.
Exercise of the Option after the applicable period specified in the foregoing
sentence may result in less favorable tax treatment.


     7.     No
Right to Employment. Nothing in this document shall confer upon Optionee 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 Optionee.

     8.     Corporate
Changes. The number of Option Shares and the purchase price thereof shall
both be proportionately adjusted for any 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.

     9.     Change
in Control. In the event of a change in control as defined in Section
7.10 (b) of the Plan, and except as otherwise determined by the
Committee prior to the change in control, each unexpired Option shall be
exercisable, beginning immediately, as to all remaining Option Shares subject to
the Option.

     10.     Definition
of Certain Terms. As used herein "related company" means any
corporation in which Textron at the time in question owns, directly or
indirectly, stock possessing 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; and "fair
market value" on any date shall be the simple average of the high and low
prices of Common Stock on the New York Stock Exchange Composite Transactions
Listing on such date.

     11.     Option
Subject to Plan. The Option is in all respects subject to the terms and
conditions of the Plan as in effect from time to time; provided, however, that
termination or amendment of the Plan (except amendments as required by technical
corrections of the Code) shall not, without the consent of Optionee, adversely
affect Optionee's rights under the Option.

     12.     Incentive
Stock Option.

     (a)     The
Option is intended to be an "incentive stock option" under Section
422A of the Code, to the extent provided thereunder.

     (b)     If
Optionee disposes of any Option Shares by sale, exchange, gift or other
disposition and described in Section 424(c) of the Code,
either(1) within two years after the date of the grant of the Option or
(2) within one year of the acquisition of such Option Shares, the
Optionee shall notify the Secretary of Textron at Textron's principal
office, at 40 Westminster Street, Providence, Rhode Island 02903, of such
disposition, the amount realized, the exercise price and the date of exercise of
such Option Shares. Sale or exchange of Option Shares within the periods
specified in the foregoing sentence may result in less favorable tax treatment.
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 sums in lieu of, an amount
sufficient to satisfy any Federal, state and local withholding tax requirements
relating to such a disposition.

     (c)     Optionee
represents that Optionee does not own stock possessing more than 10 percent of
the total combined voting power of all classes of stock of Textron or any
related company.

     13.     Administration.
Pursuant to Section 1.2(c) of the Plan, the Board at any time may designate one
or more officers or committees of Textron to act in place of the Committee in
making certain determinations under the Plan.

     14.     Withholding
Taxes: Whenever Textron proposes or is required to issue or transfer Option
Shares, Textron shall have the right to withhold or to require the optionee to
remit to Textron an amount sufficient to satisfy any Federal, state and local
withholding tax 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.


 TEXTRON INC.

STOCK OPTION NON-COMPETITION AGREEMENT

(1/2002)


The purpose of Textron's grant of this Option under
the Textron 1999 Long-Term Incentive Plan ("the Plan") is to
attract, retain and reward employees, to increase stock ownership and
identification with Textron's interests, and to provide incentive for
remaining with and enhancing the value of Textron over the long-term. In
return for granting this Option to you, please acknowledge by signing the
attached Notice of Grant of Stock Options and Option Agreement that you have
read and agree to the following:

    
    1.
         Forfeiture of unexercised
    options if you engage in certain competitive activities

    
  
  If at any time during the term of this Option while you are
  a Company employee, or within two years after the termination of your
  employment, you do any of the following activities:

    (a)     engage
    in any business which competes with the Company's business (as
    defined in Paragraph 2) within the Restricted Territory (as defined in
    Paragraph 3); or

  
  (b)     solicit
  customers, business or orders for or sell any products and services (i) in
  competition with the Company's business within the Restricted
  Territory or (ii) for any business, wherever located, that competes with the
  Company's business within the Restricted Territory; or

  
  (c)     divert,
  entice or otherwise take away customers, business or orders of the Company
  within the Restricted Territory, or attempt to do so; or

  (d)     promote
  or assist, financially or otherwise, any firm, corporation or other entity
  engaged in any business which competes with the Company's business
  within the Restricted Territory;

  

then this Option shall terminate effective the date you enter
into such activity, unless terminated sooner by operation of another term or
condition of this Option or the Plan. You will be in violation of Paragraph 1 if
you engage in any or all of the activities discussed in this Paragraph directly
as an individual or indirectly as an employee, representative, consultant or in
any other capacity on behalf of any firm, corporation or other entity.


2.      Company's
business - defined


  
For the purpose of this Agreement:

  (a)     the
  Company shall include Textron and all subsidiary, affiliated or related
  companies or operations of Textron, and

  (b)     the
  Company's business shall include the products manufactured, marketed
  and sold and/or the services provided by any operation of the Company for
  which you have worked or to which you were assigned or had responsibility
  (either direct or supervisory), at the time of the termination of your
  employment and any time during the two-year period prior to such
  termination.




3.      Restricted
Territory -- defined


  
For the purpose of Paragraph 1, the Restricted Territory
shall be defined as and limited to:

  (a)     the
  geographic area(s) within a one hundred (100) mile radius of any and all
  Company location(s) in or for which you have worked or to which you were
  assigned or had responsibility (either direct or supervisory), at the time of
  the termination of your employment and at any time during the two-year
  period prior to such termination; and

  (b)     all of
  the specific customer accounts, whether within or outside of the geographic
  area described in (a) above, with which you have had any contact or for which
  you have had any responsibility (either direct or supervisory), at the time of
  termination of your employment and at any time during the two-year
  period prior to such termination.

  








Page 2


4.     Forfeiture of
unexercised options if you engage in certain solicitation activities



If at any time while you have any rights
under this Option, either during or any time after your employment with the
Company, you directly or indirectly solicit or induce or attempt to solicit or
induce any employee(s), sales representative(s), agent(s) or consultant(s) of
the Company to terminate their employment, representation or other association
with the Company, then your rights under this Option shall terminate
immediately, unless terminated sooner by operation of another term or condition
of this Option or the Plan.




5.      Forfeiture of
unexercised options if you disclose confidential information


  
You specifically acknowledge that any trade secrets or confidential business
and technical information of the Company or its suppliers or customers, whether
reduced to writing, maintained on any form of electronic media, or maintained in
your mind or memory and whether compiled by you or the Company, derives
independent economic value from not being readily known to or ascertainable by
proper means by others who can obtain economic value from its disclosure or use;
that reasonable efforts have been made by the Company to maintain the secrecy of
such information; that such information is the sole property of the Company or
its suppliers or customers and that any retention, use or disclosure of such
information by you during your employment (except in the course of performing
your duties and obligations of employment with the Company) or after termination
thereof, shall constitute a misappropriation of the trade secrets of the Company
or its suppliers or customers. If at any time while you have any rights under
this Option, either during or any time after your employment with the Company,
you directly or indirectly misappropriate any such trade secrets, then your
rights under this Option shall terminate immediately, unless terminated sooner
by operation of another term or condition of this Option or the Plan.




6.      Organization
and Compensation Committee Discretion


  
You may be released from your obligations under Paragraph 1,
4 and 5 above only if the Organization and Compensation Committee of the Board
of Directors (or its duly appointed agent) determines in its sole discretion
that such action is in the best interests of Textron.