Exhibit 10




Exhibit 10.1


AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT


           AMENDMENT
dated as of March 29, 2004 to the 364-Day Credit Agreement dated as of
March 31, 2003 (as heretofore amended, the "Credit Agreement")
among TEXTRON INC. (the "Borrower"), the BANKS party thereto
(the "Banks") and JPMORGAN CHASE BANK, as Administrative Agent
(the "Administrative Agent").


W I T N E S S E T H :


           WHEREAS,
the parties hereto desire to amend the Credit Agreement as set forth herein;

           NOW,
THEREFORE, the parties hereto agree as follows:

           Section
1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein that is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the
Credit Agreement shall, after this Amendment becomes effective, refer to the
Credit Agreement as amended hereby.

           Section
2. Amendments.

           (a)     The
definition of "Termination Date" in Section 1.01 of the Credit
Agreement is amended by changing the date specified therein from "March 29,
2004" to "March 28, 2005".

           (b)     The
definition of "Total Commitment" in Section 1.01 of the Credit
Agreement is amended by changing the dollar amount specified therein from
"$500,000,000" to "$250,000,000".

           (c)     The
phrase "Final Maturity Date" in clause (ii) of the proviso to
Section 2.15(c)(iii) is changed to "first anniversary of the Termination
Date", and Section 7.12 of the Credit Agreement is amended to add after
"Event of Default" on the third line thereof "or if any Letters
of Credit are outstanding after the Termination Date".

           (d)     Sections
4.03, 4.04 and 4.05 of the Credit Agreement are amended by changing each
reference to the date "December 28, 2002" to "January 3,
2004".

           Section
3. Changes in Commitments. With effect from and including the Amendment
Effective Date, (i) each Person listed on the signature pages hereof which is
not a party to the Credit Agreement (each, a "New Bank") shall
become a Bank party to the Credit Agreement and (ii) the Commitment of each Bank
shall be the amount set forth opposite the name of such Bank on the signature
pages hereto. On the Amendment Effective Date, any Bank whose Commitment is
changed to zero (each, an "Exiting Bank", and each New Bank or
Bank other than an Exiting Bank, a "Continuing Bank") shall
cease to be a Bank party to the Credit Agreement, and all accrued fees and other
amounts payable under the Credit Agreement for the account of each Exiting Bank
shall be due and payable on such date; provided that the provisions of
Sections 8.04, 10.01(b), 10.02 and 10.03 of the Credit Agreement shall continue
to inure to the benefit of each Exiting Bank after the Amendment Effective Date.

           Section
4. Changes in Pricing Schedule. The Pricing Schedule attached to the
Credit Agreement (the "Existing Pricing Schedule") is deleted
and replaced by the Pricing Schedule attached to this Amendment (the "New
Pricing Schedule"). The New Pricing Schedule shall apply to interest
and fees accruing under the Credit Agreement on and after the date hereof. The
Existing Pricing Schedule shall continue to apply to interest and fees accruing
under the Credit Agreement prior to the date hereof.

           Section
5. Representations of Borrower. The Borrower represents and warrants that
(i) the representations and warranties of the Borrower set forth in Article 4 of
the Credit Agreement will be true on and as of the Amendment Effective Date and
(ii) no Event of Default will have occurred and be continuing on such date.

           Section
6 Effect of Amendments. Except as expressly set forth herein, the
amendments contained herein shall not constitute a waiver or amendment of any
term or condition of the Credit Agreement, and all such terms and conditions
shall remain in full force and effect and are hereby ratified and confirmed in
all respects. For avoidance of doubt, after giving effect to Sections 2 and 3 of
this Amendment, the Final Maturity Date for all Banks shall be the Termination
Date specified in Section 2(a) hereof, subject to the subsequent exercise by the
Company of its right to extend the Final Maturity Date pursuant to Section
2.01(e) of the Credit Agreement.

           Section
7. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

           Section
8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

           Section
9. Effectiveness. This Amendment shall become effective as of the date
hereof (the "Amendment Effective Date"), subject to
satisfaction of the following conditions:


  
               (a)     the
    Administrative Agent shall have received from each of the Borrower and the
    Continuing Banks (which must also comprise the Required Banks) a counterpart
    hereof signed by such party or facsimile or other written confirmation (in
    form satisfactory to the Administrative Agent) that such party has signed a
    counterpart hereof;

               (b)     the
    Administrative Agent shall have received an opinion of Andrew C. Spacone,
    Esq., Senior Associate General Counsel of the Borrower dated as of the
    Amendment Effective Date, in form and substance satisfactory to the
    Administrative Agent; and

               (c)     the
    Administrative Agent shall have received from the Borrower (i) fees for the
    account of the Banks in the amount heretofore mutually agreed upon and (ii)
    all other amounts due and payable to the Administrative Agent.

  



           IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.

	 	
      
        TEXTRON INC.
      


    
	 	
      By:
	
      /s/ Mary F. Lovejoy

	 	 	
      Name:
	
      Mary F. Lovejoy

	 	 	
      Title:
	
      Vice President and Treasurer



 

 

Commitments 

	
        $24,960,000

    	
        JPMORGAN CHASE BANK
    

	 	
      By:
	
      /s/ Randolph Cates

	 	 	
      Name:
	
      Randolph Cates

	 	 	
      Title:
	
      Vice President



Commitments

	
        $22,785,000

    	
        BANK OF AMERICA, N.A.
    

	 	
      By:
	
      /s/ John W. Pocalyko

	 	 	
      Name:
	
      John W. Pocalyko

	 	 	
      Title:
	
      Managing Director



Commitments

	
        $22,785,000
    
	
        CITIBANK, NA
    

	 	
      By:
	
      /s/ Diane Pockaj

	 	 	
      Name:
	
      Diane L. Pockaj

	 	 	
      Title:
	
      Director



Commitments 

	
        $22,785,000

    	
      DEUTSCHE BANK AG NEW YORK

           BRANCH

	 	
      By:
	
      /s/ David G. Dickinson, Jr.

	 	 	
      Name:
	
      David G. Dickinson, Jr.

	 	 	
      Title:
	
      Director

	
      

    
	
      

      By:
	
      

      /s/ William W. McGinty

	 	 	
      Name:
	
      William W. McGinty

	 	 	
      Title:
	
      Director



Commitments

	
        $22,785,000
    
	
        UBS LOAN FINANCE LLC
    

	 	
      By:
	
      /s/ Doris Mesa

	 	 	
      Name:
	
      Doris Mesa

	 	 	
      Title:
	
      Associate Director

	
      

    
	
      

      By:
	
      

      /s/ Joselin Fernandes

	 	 	
      Name:
	
      Joselin Fernandes

	 	 	
      Title:
	
      Associate Director

      Banking Products Services,

      US



Commitments

	
        $13,500,000

    	
        BARCLAYS CAPITAL
    

	 	
      By:
	
      /s/ John Giannone

	 	 	
      Name:
	
      John Giannone

	 	 	
      Title:
	
      Director



Commitments

	
        $13,500,000

    	
        BNP PARIBAS
    

	 	
      By:
	
      /s/ Richard Pace

	 	 	
      Name:
	
      Richard Pace

	 	 	
      Title:
	
      Managing Director

	
      

    
	
      

      By:
	
      

      /s/ Nanette Saudon

	 	 	
      Name:
	
      Nanette Saudon

	 	 	
      Title:
	
      Vice President



Commitments

	
        $13,500,000

    	
        CREDIT SUISSE FIRST BOSTON
    

	 	
      By:
	
      /s/ Jay Chall

	 	 	
      Name:
	
      Jay Chall

	 	 	
      Title:
	
      Director

	
      

    
	
      

      By:
	
      

      /s/ Cassandra Droogan

	 	 	
      Name:
	
      Cassandra Droogan

	 	 	
      Title:
	
      Associate



Commitments 

	
        $13,500,000

    	
        HSBC BANK USA
    

	 	
      By:
	
      /s/ Christopher M. Samms

	 	 	
      Name:
	
      Christopher M. Samms

	 	 	
      Title:
	
      Officer # 9426



Commitments

	
        $13,500,000

    	
        WACHOVIA BANK, NA
    

	 	
      By:
	
      /s/ Donald E. Sellers, Jr.

	 	 	
      Name:
	
      Donald E. Sellers, Jr

	 	 	
      Title:
	
      Director



Commitments 

	
        $8,300,000

    	
        HARRIS NESBITT FINANCING, INC.
    

	 	
      By:
	
      /s/ Pam Schwartz

	 	 	
      Name:
	
      Pamela Schwartz

	 	 	
      Title:
	
      Vice President



Commitments

	
        $8,300,000

    	
        BANK OF TOKYO-MITSUBISHI TRUST      
        COMPANY
    

	 	
      By:
	
      /s/ C. Giordano

	 	 	
      Name:
	
      C. Giordano

	 	 	
      Title:
	
      VP & Team Leader



Commitments

	
        $8,300,000

    	
        BANK ONE, NA
    

	 	
      By:
	
      /s/ Grover A. Fitch

	 	 	
      Name:
	
      Grover A. Fitch

	 	 	
      Title:
	
      Managing Director



Commitments 

	
        $8,300,000

    	
        MELLON BANK, N.A.
    

	 	
      By:
	
      /s/ J. Wade Bell

	 	 	
      Name:
	
      J. Wade Bell

	 	 	
      Title:
	
      Vice President



Commitments

	
        $8,300,000

    	
        ROYAL BANK OF CANADA
    

	 	
      By:
	
      /s/ Scott Umbs

	 	 	
      Name:
	
      Scott Umbs

	 	 	
      Title:
	
      Authorized Signatory



Commitments

	
        $8,300,000

    	
        SOCIETE GENERALE
    

	 	
      By:
	
      /s/ Carol Radice

	 	 	
      Name:
	
      Carol Radice

	 	 	
      Title:
	
      Vice President

      Corporate Banking, Societe

           Generale

    


Commitments

	
        $8,300,000

    	
        SUNTRUST BANK
    

	 	
      By:
	
      /s/ Michael S. Murphey

	 	 	
      Name:
	
      Michael S. Murphey

	 	 	
      Title:
	
      Director



Commitments 

	
        $8,300,000

    	
        THE BANK OF NOVA SCOTIA
    

	 	
      By:
	
      /s/ Todd S. Meller

	 	 	
      Name:
	
      Todd S. Meller

	 	 	
      Title:
	
      Managing Director



 

 

PRICING SCHEDULE

           Each
of "Facility Fee Rate", "Eurocurrency Margin"
and "Letter of Credit Fee Rate" means, for any date, the rate
set forth below in the row opposite such term and under the column corresponding
to the "Pricing Level" at such date and (in the case of
Eurocurrency Margins) in the row corresponding to the "Utilization"
at such date; provided that the Eurocurrency Margin and the Letter of
Credit Fee Rate for any day on or after the Termination Date will be the
applicable rate set forth below plus 15 basis points:


  
	 	
      Level I
	
      Level II
	
      Level III
	
      Level IV
	
      Level V
	
      Level VI

	
      Facility Fee Rate
	
      0.05%
	
      0.06%
	
      0.07%
	
      0.10%
	
      0.125%
	
      0.15%

	
      Eurocurrency Margin

      Utilization ≤ 50%

      Utilization > 50%
	
      

      0.175%

      0.275%
	
      

      0.19%

      0.29%
	
      

      0.28%

      0.38%
	
      

      0.35%

      0.45%
	
      

      0.50%

      0.60%
	
      

      0.60%

      0.70%

	
      Letter of Credit Fee Rate
	
      0.275%
	
      0.29%
	
      0.38%
	
      0.45%
	
      0.60%
	
      0.70%



  



           For
purposes of this Schedule, the following terms have the following meanings,
subject to the concluding paragraph of this Schedule:

           "Level
I Pricing" applies at any date if, at such date, the Company's
long-term debt is rated (i) A+ or higher by S&P or (ii) A1 or
higher by Moody's.

           "Level
II Pricing" applies at any date if, at such date, (i) (A) the
Company's long-term debt is rated A or higher by S&P or
(B) A2 or higher by Moody's and (ii) Level I Pricing does not apply.

           "Level
III Pricing" applies at any date if, at such date, (i) (A) the
Company's long-term debt is rated A- or higher by
S&P or (B) A3 or better by Moody's and (ii) neither Level I
Pricing nor Level II Pricing applies.

           "Level
IV Pricing" applies at any date, if at such date, (i) (A) the
Company's long-term debt is rated BBB+ or higher by S&P or
(B) Baa1 or higher by Moody's and (ii) none of Level I Pricing, Level II
Pricing and Level III Pricing applies.

           "Level
V Pricing" applies at any date if, at such date, (i) (A) the
Company's long-term debt is rated BBB or higher by S&P or
(B) Baa2 or higher by Moody's and (ii) none of Level I Pricing, Level II
Pricing, Level III and Level IV Pricing applies.

           "Level
VI Pricing" applies at any date if, at such date, no other Pricing
Level applies.

           "Moody's"
means Moody's Investors Service, Inc.

           "Pricing
Level" refers to the determination of which of Level I, Level II, Level
III, Level IV, Level V or Level VI applies at any date.

           "S&P"
means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

           "Utilization"
means, at any date, the percentage equivalent of a fraction (i) the numerator of
which is the Total Outstanding Amount at such date and (ii) the denominator of
which is the Total Commitment at such date. If for any reason any Loans remain
outstanding after termination of the Total Commitment, Utilization shall be
deemed to be 100%.

           The
credit ratings to be utilized for purposes of this Schedule are those assigned
to the senior unsecured long-term debt securities of the Company without
third-party enhancement, and any rating assigned to any other debt
security of the Company shall be disregarded. The rating in effect at any date
is that in effect at the close of business of such date.

           If
the Company is split-rated and the ratings differential is one level,
the higher of the two ratings will apply (e.g. A+/A2 results in Level I
Pricing and A-/Baa1 results in Level III Pricing). If the Company is
split-rated and the ratings differential is two levels or more, the
average of the two ratings (or the higher of two intermediate ratings) shall be
used (e.g. A+/Baa1 results in Level II Pricing and A/BBB results in Level
III Pricing).