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                                                                    Exhibit 4.13


                                  TEXTRON INC.

                              OFFICERS' CERTIFICATE
                    Pursuant to Section 3.1 of the Indenture


              Textron Inc., a Delaware corporation ("Textron"), hereby
certifies, through its Vice President and Treasurer, Mary F. Lovejoy, and its
Assistant Secretary, Ann T. Willaman, pursuant to Section 3.1 of the Indenture
dated as of September 10, 1999, between Textron and The Bank of New York, as
Trustee (the "Indenture"), as follows:

1.     Pursuant to authority granted by Textron's Board of Directors to the
       Finance Committee of the Board of Directors on May 26, 1999, the
       delegation of such authority by unanimous written consent of the Finance
       Committee of the Board of Directors on July 1, 1999 to the Vice President
       and Treasurer of Textron and the written action of Mary F. Lovejoy, Vice
       President and Treasurer of Textron, dated July 22, 2003, Textron has
       created a series of senior debt securities of Textron, designated as the
       4 1/2% Notes due August 1, 2010 (the "Notes"), to be issued under the
       Indenture, and authorized the sale of up to $250,000,000 aggregate
       principal amount of the Notes.

2.     The terms of the Notes as authorized and determined by written action of
       Mary F. Lovejoy, Vice President and Treasurer of Textron, dated July 22,
       2003, are as follows:

              (a)    The title of the Notes shall be 4 1/2% Notes due August 1,
                     2010.

              (b)    The Notes shall be issued under the Indenture.

              (c)    The principal of the Notes shall be payable on August 1,
                     2010 ("Maturity") in United States dollars.

              (d)    Subject to the paragraph (n) hereof, the Notes shall bear
                     interest at an annual rate of 4 1/2% from July 25, 2003,
                     payable semiannually in arrears on February 1 and August 1
                     of each year (the "Interest Payment Dates"), commencing
                     February 1, 2004 until the principal of the Notes is paid
                     or made available for payment. Interest on the Notes shall
                     accrue from July 25, 2003. The interest so payable shall be
                     paid to the persons in whose name the Notes are registered
                     at the close of business on January 15 or July 15 (whether
                     or not a business day) next preceding such February 1 or
                     August 1, respectively (the "Regular Record Dates").
                     Interest shall be paid in United States dollars.

              (e)    The Notes shall be issued in denominations of $1,000 and
                     integral multiples of $1,000 in United States dollars.

              (f)    Payment of the principal of and premium, if any, and
                     interest on the Notes shall be made at the principal
                     corporate trust office of the Trustee in the Borough of
                     Manhattan, The City of New York, New York, presently
                     located at 101 Barclay St., New York, New York 10286;
                     provided that, at


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                     the option of Textron, payment of interest may be made by
                     check mailed to the address of the person entitled thereto
                     as such address shall appear in the register for the Notes.

              (g)    The Notes shall be redeemable, at the option of Textron, in
                     whole or in part on any date prior to Maturity (the
                     "Redemption Date") at the Redemption Price (as defined
                     herein), plus accrued and unpaid interest on such Notes up
                     to, but not including, the Redemption Date. For all
                     purposes hereof:

                     "Adjusted Treasury Rate" means, with respect to the
                     redemption of Notes on a Redemption Date, the annual rate
                     equal to the semi-annual equivalent yield to maturity of
                     the Comparable Treasury Issue, assuming a price for the
                     Comparable Treasury Issue (expressed as a percentage of its
                     principal amount) equal to the Comparable Treasury Price
                     for such Redemption Date.

                     "Comparable Treasury Issue" means, with respect to the
                     redemption of Notes on a Redemption Date, the United States
                     Treasury security selected by the Quotation Agent as having
                     a maturity comparable to the remaining term of the Notes to
                     be redeemed that would be used, at the time of selection
                     and in accordance with customary financial practice, in
                     pricing new issues of corporate debt securities of
                     comparable maturity to the remaining term of such Notes.

                     "Comparable Treasury Price" means, with respect to the
                     redemption of Notes on a Redemption Date:

                            (a)    the average of the Reference Treasury Dealer
                                   Quotations for such redemption date, after
                                   excluding the highest and lowest such
                                   Reference Treasury Dealer Quotations or

                            (b)    if the Trustee obtains fewer than three such
                                   Reference Treasury Dealer Quotations, the
                                   average of all such Reference Treasury Dealer
                                   Quotations.

                     "Primary Treasury Dealer" means a primary U.S. Government
                     securities dealer in New York City.

                     "Quotation Agent" means the Reference Treasury Dealer
                     appointed by Textron as quotation agent.

                     "Redemption Price" means the greater of: (a) 100% of the
                     principal amount of Notes to be redeemed and (b) as
                     determined by the Quotation Agent, the sum of the present
                     values of the remaining scheduled payments of principal of
                     such Notes and interest on such Notes that would be due
                     after the Redemption Date but for such redemption (not
                     including any portion of such interest payments accrued as
                     of the Redemption Date)


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                     discounted to the Redemption Date on a semi-annual basis
                     (assuming a 360-day year consisting of twelve 30-day
                     months) at the Adjusted Treasury Rate plus 20 basis points.

                     "Reference Treasury Dealer" means each of (a) J.P. Morgan
                     Securities Inc., UBS Securities LLC and their successors;
                     provided, however, that if any of the foregoing ceases to
                     be a Primary Treasury Dealer, Textron shall substitute
                     another Primary Treasury Dealer and (b) any other Primary
                     Treasury Dealers selected by Textron.

                     "Reference Treasury Dealer Quotations" means, with respect
                     to each Reference Treasury Dealer and the redemption of
                     Notes on a Redemption Date, the average, as determined by
                     Textron, of the bid and asked prices for the Comparable
                     Treasury Issue (expressed in each case as a percentage of
                     its principal amount) which such Reference Treasury Dealer
                     quotes in writing to the Trustee at 5:00 p.m., New York
                     City time, on the third business day before such Redemption
                     Date.

              (h)    The notice of redemption of the Notes may summarize the
                     method by which the Redemption Price will be determined
                     rather than state the actual dollar amount.

              (i)    The Notes shall not be subject to any optional or mandatory
                     sinking fund.

              (j)    The Notes shall be issued only in registered form without
                     coupons.

              (k)    The Notes shall be issuable in definitive form as
                     prescribed by the Indenture.

              (l)    The Notes shall be represented by one or more Global
                     Securities (as defined in the Indenture) in the form
                     attached as Exhibit A.

              (m)    Textron will not pay additional amounts on the Notes held
                     by a Person (as defined in the Indenture) who is not a
                     United States Person in respect of any tax, assessment or
                     governmental charge withheld or deducted.

              (n)    Without notice to or consent of any holder of Notes,
                     Textron may, from time to time and at any time, issue and
                     sell additional Notes of the same series and with the same
                     terms and conditions as set forth above (or the same terms
                     and conditions except for the payment of interest accruing
                     prior to the issue date of the additional Notes or except
                     for the first payment of interest following the issue date
                     of the additional Notes).

              (o)    The Trustee shall be the registrar and transfer agent for
                     the Notes and the paying agent of Textron for the payment
                     of principal of and interest on the Notes; the Trustee
                     shall select an Authenticating Agent (as defined in the
                     Indenture); and the register for the Notes shall be kept,
                     and notices and demands to or upon Textron in respect of
                     the Notes and the Indenture may


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                     be served, at the principal corporate trust office of the
                     Trustee in the Borough of Manhattan, The City of New York,
                     New York.

              Terms capitalized herein and not otherwise defined shall have the
meanings assigned to them in the Indenture.

              IN WITNESS WHEREOF, Textron Inc., through the undersigned officer,
signed this certificate and affixed the corporate seal of Textron Inc.


Dated:  July 25, 2003


                                            TEXTRON INC.

                                            /s/ Mary F. Lovejoy
                                            ------------------------------------
                                            Name: Mary F. Lovejoy
                                            Title: Vice President and Treasurer


                                            /s/ Ann T. Willaman
                                            ------------------------------------
                                            Name: Ann T. Willaman
                                            Title: Assistant Secretary