Exhibit 4.5


 


(FACE OF SECURITY)


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. EVERY
SECURITY DELIVERED UPON REGISTRATION OF TRANSFER OF, IN EXCHANGE FOR, OR IN
LIEU OF, THIS GLOBAL SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED ABOVE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


EXCEPT AS OTHERWISE PROVIDED
HEREIN,

THIS GLOBAL SECURITY MAY BE TRANSFERRED, IN WHOLE BUT

NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY

OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE

OF SUCH SUCCESSOR DEPOSITORY


 


	
  No. 1

  	
   

  	
  CUSIP: 883203BL4

  	
   

  	
  $350,000,000

  



 


TEXTRON INC.

5.60% NOTE DUE DECEMBER 1, 2017


 


TEXTRON INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called “Textron,” which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay Cede & Co., as nominee for
the Depository, or registered assigns, the principal sum of three hundred fifty
million dollars ($350,000,000) on December 1, 2017, and to pay interest thereon,
accruing from December 4, 2007 or the most recent date in respect of which
interest


 

















 


has been paid or duly provided for at the rate of 5.60% per annum until  the
principal hereof is paid or duly provided for, semiannually in arrears on June
1 and December 1 in each year (each an “Interest Payment Date”) commencing June
1, 2008; provided, however, that if an Interest Payment Date should fall on a
day that is not a Business Day, such Interest Payment Date shall be the
following day that is a Business Day. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Global Security (or one or
more Predecessor Securities (as defined in the Indenture)) is registered at the
close of business on May 15 or November 15 (whether or not a Business Day) next
preceding such Interest Payment Date (a “Regular Record Date”) and interest
payable at maturity will be payable to the Person to whom principal shall be
payable. Any such interest which is payable, but is not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable
to the Holder hereof on the relevant Regular Record Date or the Person in whose
name this Global Security was originally registered, as the case may be, and
may be paid to the Person in whose name this Global Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by Textron
or may be paid at any time in any other lawful manner.


 


As used herein, the term “Depository” shall mean The
Depository Trust Company, New York, New York, another clearing agency or any
successor registered under the Exchange Act or other applicable statute or
regulation, which in each case, shall be designated by Textron pursuant to the
Indenture.


 


Payment of the principal and interest on this Global
Security will be made at the principal corporate office or agency of the
Trustee in the Borough of Manhattan, The City of New York, New York in such
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts; provided that, at 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
Security Register.


 


Unless the certificate of authentication hereon has
been executed by the Trustee, directly or through an Authenticating Agent by
manual signature of an authorized officer, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


[Signature Page to Follow]


 

















 


IN WITNESS WHEREOF, Textron Inc. has caused this
instrument to be duly executed under its corporate seal.


 


 


	
  Dated:  December 4, 2007

  	
  TEXTRON INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Assistant
  Secretary

  	
   

  	
   

  	
   

  



 


Signature Page to
Global Security


 

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is a Global Security of the series designated herein
referred to in the within-mentioned Indenture.


 


THE BANK OF NEW YORK TRUST
COMPANY, N.A.,


(successor to The Bank of
New York)

As Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


Dated:  December 4, 2007


 

















 


(REVERSE OF SECURITY)


TEXTRON INC.

5.60% NOTE DUE DECEMBER 1, 2017


 


This Security is a Global Security evidencing a
security of the duly authorized series of securities of Textron designated as
its 5.60% Notes due December 1, 2017 (the securities of such series are herein
called the “Securities”), issued under an Indenture, dated as of September 10,
1999 (herein called the “Indenture”), between Textron and The Bank of New York
Trust Company, N.A., as successor trustee to The Bank of New York (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture). The terms of this Security include those stated in, or made
pursuant to, the Indenture. The Securities are subject to all such terms, and
reference is made to the Indenture, all indentures supplemental thereto and all
written instruments of Textron establishing such terms for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
Textron, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.


 


This Global Security is not subject to a mandatory
or optional sinking fund requirement.


 


The Securities 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 Securities up to, but not including, the Redemption Date. For
all purposes hereof:


 


“Adjusted Treasury Rate”
means, with respect to the redemption of Securities 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 Securities 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 Securities 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 Securities.


 


“Comparable Treasury Price” means, with respect to the
redemption of Securities 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.


 


“Redemption Price” means the
greater of: (a) 100% of the principal amount of Securities to be redeemed and
(b) as determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal on such Securities and interest on
such Securities that would be due on or after the Redemption Date but for such
redemption (not including any portion of such interest payments accrued as of
the Redemption Date) 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 25 basis points.


 


“Reference Treasury Dealer”
means each of (a) Banc of America Securities LLC, Citigroup Global Markets Inc.
and Goldman, Sachs & Co. 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 Securities 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.


 


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


 


Upon the occurrence of a Change of Control
Triggering Event (as defined herein), unless Textron has exercised its right to
redeem the Securities pursuant to provisions hereof, each Holder of Securities
will have the right to require Textron to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Securities
as provided herein (the “Change of Control Offer”) at a purchase price equal to
101% of the aggregate principal amount of such Securities plus accrued and
unpaid interest, if any, on such Securities to the date of purchase (the “Change
of Control Payment”).


 


Within 30 days following any Change of Control
Triggering Event, Textron shall send, by first class mail, a notice to each
Holder of Securities, with a written copy to the Trustee, which notice shall
govern the terms of the Change of Control Offer. Such notice shall state:


 


(i)          a description of the
transaction or transactions that constitute such


 

















 


Change of Control Triggering
Event;


 


(ii)         that the Change of Control Offer
is being made pursuant to provisions hereof and that all Securities validly tendered will be
accepted for payment;


 


(iii)        the Change of Control
Payment and the Change of Control Payment Date, which shall be a Business Day
that is no earlier than 30 days nor later than 60 days from the date such
notice is mailed, other than as may be required by law;


 


(iv)        that any Security not tendered will continue
to accrue interest;


 


(v)         that any Security accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest on and after
the Change of Control Payment Date unless Textron shall default in the Change
of Control Payment and the only remaining right of the Holder thereof is to
receive the Change of Control Payment upon surrender of such Security to the Paying Agent;


 


(vi)        that Holders of the
Securities electing to have a portion of a Security purchased pursuant to a
Change of Control Offer may only elect to have such Security purchased in a principal
amount of $2,000 or integral multiples of $1,000 in excess thereof;


 


(vii)       that if a Holder of
Securities elects to have such Securities purchased pursuant to the
Change of Control Offer it will be required to surrender such Securities, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of such Securities completed, or transfer by
book-entry transfer, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day prior to the Change of
Control Payment Date;


 


(viii)      that a Holder of Securities will
be entitled to withdraw its election if Textron receives, not later than the
third Business Day preceding the Change of Control Payment Date, a telegram,
telex, facsimile transmission or letter setting forth the name of such Holder,
the principal amount of Securities such Holder
delivered for purchase, and a statement that such Holder is withdrawing its
election to have such Securities
purchased; and


 


(ix)         that if Securities are purchased only in part
a new Security of the same
type will be issued in a principal amount equal to the unpurchased portion of
the Securities surrendered.


 


On the Change of Control Payment Date, Textron
shall, to the extent lawful, (i) accept for payment all Securities or portions
thereof properly tendered


 

















 


pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Securities or portions thereof properly
tendered and (iii) deliver or cause to be delivered to the Trustee for
cancellation the Securities properly accepted together with an Officers’
Certificate stating the aggregate principal amount of Securities or portions
thereof being purchased by Textron. The Paying Agent shall promptly mail to
each Holder of Securities properly tendered the Change of Control Payment for
such Securities, and the Trustee, upon receipt of an order from Textron, shall
promptly authenticate and mail (or cause to be transferred by book entry) to such
Holder a new Security equal in principal amount to any unpurchased portion of
the Securities surrendered by such Holder, if any, in denominations as set
forth in the Indenture.


 


Textron shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Securities as a result of a Change of Control Triggering
Event. To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control Triggering Event provisions hereof, Textron
will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this paragraph by virtue of such
conflicts.


 


For all purposes hereof:


 


“Below Investment Grade Rating Event” means the ratings on the
Securities are lowered by each of the Rating Agencies and the Securities are
rated below an Investment Grade Rating by each of the Rating Agencies on any
date from the date of the public notice of an arrangement that could result in
a Change of Control until the end of the 60-day period following public notice
of the occurrence of the Change of Control (which 60-day period shall be
extended so long as the rating of the Securities is under publicly announced
consideration for possible downgrade by any of the Rating Agencies); provided
that a Below Investment Grade Rating Event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect
of a particular Change of Control (and thus shall not be deemed a Below
Investment Grade Rating Event for purposes of the definition of Change of
Control Triggering Event hereunder) if the Rating Agencies making the reduction
in rating to which this definition would otherwise apply do not announce or
publicly confirm or inform the Trustee or Textron in writing at the Trustee’s
or Textron’s request that the reduction was the result, in whole or in part, of
any event or circumstance comprised of or arising as a result of, or in respect
of, the applicable Change of Control (whether or not the applicable Change of
Control shall have occurred at the time of the Below Investment Grade Rating
Event).


 


“Capital Stock” of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including any
preferred stock and


 

















 


limited liability or
partnership interests (whether general or limited), but excluding any debt
securities convertible into such equity.


 


“Change of Control” means the occurrence of any of the following:


 


(a)  the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of
Textron’s properties or assets and of Textron’s subsidiaries’ properties or
assets taken as a whole to any Person or group of related “persons” (as that
term is used in Section 13(d)(3) of the Exchange Act (a “Group”) other than
Textron or one of Textron’s subsidiaries;


 


(b)  the adoption of a plan relating to
liquidation or dissolution of Textron;


 


(c)  the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any Person or Group becomes the beneficial owner, directly or
indirectly, of more than 50% of the then outstanding number of shares of
Textron’s Voting Stock; or


 


(d)  the first day on which a majority of the members
of Textron’s Board of Directors are not Continuing Directors.


 


Notwithstanding the
foregoing, a transaction will not be considered to be a Change of Control if
(1) Textron becomes a direct or indirect wholly owned subsidiary of a
holding company and (2) immediately following that transaction, (A) the
direct or indirect holders of the Voting Stock of the holding company are
substantially the same as the holders of Textron’s Voting Stock immediately
prior to that transaction or (B) no Person or Group is the beneficial
owner, directly or indirectly, of more than 50% of the Voting Stock of the
holding company.


 


“Change of Control Triggering Event” means the occurrence of both
a Change of Control and a Below Investment Grade Rating Event.


 


“Continuing Director” means, as of any date of determination, any
member of Textron’s Board of Directors who (1) was a member of Textron’s Board
of Directors on the date of the issuance of the Securities or (2) was nominated
for election, elected or appointed to Textron’s Board of Directors with the
approval of a majority of the Continuing Directors who were members of Textron’s
Board of Directors at the time of such nomination, election or appointment
(either by a specific vote or by approval of Textron’s proxy statement in which
such member was named as a nominee for election as a director).


 


“Fitch” means Fitch Ratings or its successor.


 


“Investment Grade Rating” means a rating equal to or higher than
BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB-
(or the equivalent) by S&P.


 

















 


“Moody’s” means Moody’s Investors Service, Inc. or its successor.


 


“Person” means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
limited liability company, government or any agency or political subdivision
thereof or any other entity, and includes a “person” as used in Section
13(d)(3) of the Exchange Act.


 


“Rating Agencies” means (1) each of Fitch, Moody’s and S&P
and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities or
fails to make a rating of the Securities publicly available for reasons outside
of Textron’s control, a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected
by Textron (as certified by a resolution of Textron’s Board of Directors) as a
replacement agency for Fitch, Moody’s or S&P, or all of them, as the case
may be.


 


“S&P” means Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc. or its successor.


 


“Voting Stock” of a Person means all classes of Capital Stock of
such Person then outstanding and normally entitled to vote in the election of
directors, managers or trustees, as applicable.


 


If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of Textron and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by Textron and the Trustee
with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by Textron
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Global Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Global Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Global
Security.


 


Without the consent of the Holder of any Securities,
Textron and the Trustee may enter into one or more indentures supplemental to
the Indenture to evidence the succession of another corporation  to
Textron and the assumption by such successor of the covenants of Textron in the
Indenture or this Global Security, to add to the covenants of Textron for the
benefit of the Holders of all or any series of Securities, to add


 

















 


additional Events of Default, to change or eliminate
any of the provisions of the Indenture provided that any such change or
elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental indenture
which is adversely affected by such provision, to secure the Securities of any
series, to establish the form or terms of Securities of any series, to evidence
and provide for the acceptance of appointment under the Indenture by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of the Indenture as shall be necessary to provide
for or facilitate the administration of the trusts under the Indenture by more
than one Trustee, pursuant to the requirements of the Indenture, to cure any
ambiguity, to correct any defect or inconsistency or to make any other
provisions with respect to matters or questions arising under the Indenture
which shall not adversely affect the interests of the Holders of Securities of
any series in any material respect or for the other purposes set forth in the
Indenture.


 


As provided in the Indenture and subject to certain
limitations therein set forth and herein provided, the transfer of this Global
Security is registrable in the Security Register, upon surrender of this Global
Security for registration of transfer at the office or agency of Textron in any
place where the principal of, premium, if any, and interest on this Global
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to Textron and the Security Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon a new Global Security evidencing the Securities evidenced hereby, or
like tenor and for the same aggregate principal amount, will be issued to the
designated transfer or transferees; provided, however, that for
so long as any Securities are evidenced by this Global Security, this Global Security
may be transferred in whole but not in part, only to another nominee of the
Depository or to a successor Depository selected or approved by Textron or to a
nominee of such successor Depository.


 


There is no limit on the aggregate principal amount of
Securities of this series that may be issued by Textron. Without notice to or
consent of any Holder of any Securities of this series, Textron may, from time
to time and at any time, issue and sell additional Securities of this series
with the same title and terms as this Security, except for the payment of
interest accruing prior to the issue date of such additional Securities or
except for the first payment of interest following the issue date of such
additional Securities.


 


The Securities of this series are issuable only in
denominations of $2,000 or any amount in excess thereof which is an integral
multiple of $1,000 unless otherwise specified above. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of
Securities of this series of a different authorized denomination, as requested
by the Holder surrendering the same.


 


No service charge shall be made for any such
registration of transfer or exchange of Securities, but Textron may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


 

















 


Prior to due presentment of this Global Security for
registration of transfer, Textron, the Trustee and any agent of Textron or the
Trustee may treat the Person in whose name this Global Security is registered
as the owner hereof for all purposes, whether or not this Global Security is
overdue, and neither Textron, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


If at any time (a) the Depository notifies Textron
that it is unwilling or unable to continue as Depository for the Securities
evidenced hereby or if at any time the Depository shall no longer be registered
or in good standing under the Exchange Act or other applicable statute or
regulation and a successor Depository is not appointed by Textron within 90
days after Textron receives such notice or becomes aware of such condition, as
the case may be, or (b) an Event of Default has occurred and is continuing and
DTC requests the issuance of Securities in definitive registered form, Textron
will execute, and the Trustee will authenticate and deliver, Securities in
definitive registered form without coupons, in denomination of $2,000 or any
amount in excess thereof which is an integral multiple of $1,000 (such
denominations referred to herein as “authorized denominations”), of like tenor
and in an aggregate principal amount equal to the principal amount of this
Global Security in exchange for this Global Security. In addition, Textron may
at any time determine that the Securities evidenced hereby shall no longer be
represented by a Global Security. In such event Textron will execute, and the
Trustee, upon receipt of an Officers’ Certificate evidencing such determination
by Textron, will authenticate and deliver Securities in definitive registered
form without coupons, in authorized denominations, and of like tenor and in an
aggregate principal amount equal to the principal amount of this Global
Security in exchange for this Global Security. Upon the exchange of this Global
Security for such Securities in definitive registered form, without coupons, in
authorized denominations, this Global Security shall be cancelled by the Trustee.
Securities in definitive registered form issued in exchange for this Global
Security shall be registered in such names and in such authorized denominations
as the Depository, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Persons in whose names such Securities are so
registered.


 


All terms used in this Global Security that are
defined in the Indenture and not herein otherwise defined shall have the
meanings assigned to them in the Indenture.


 

















 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


 


	
   

  	
   

  
	
  (Please insert social security,

  
	
  tax identification number or
  other

  
	
  identifying number of assignee)

  



 


 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


(Please print or type name and
address, including postal zip code of assignee)


 


the within Global Security and all rights thereunder, hereby
irrevocably constituting and appointing                                                                                                                      attorney to transfer said Global Security on the books of
Textron, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  
	
   

  
	
  Signature:

  	
   

  
	
   

  
	
  Signature guarantee:

  	
   

  
				



 


 


NOTE:  The
signature to this assignment must correspond exactly with the name as written
upon the face of the within Global Security in every particular without
alteration or enlargement or any change whatsoever and must be guaranteed by a
commercial bank or trust company having its principal office or correspondent
in The City of New York or by a member of the New York Stock Exchange.


 

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If the
undersigned wants to elect to have this Security purchased by Textron pursuant
to the provisions hereof, check the box below:


 


o


 


If the
undersigned wants to elect to have only part of this Security purchased by
Textron pursuant to the provisions hereof, state the amount the undersigned
elects to have purchased:


 


$                        


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Tax Identification Number:

  	
   

  
	
   

  	
   

  
	
  Signature guarantee:

  	
   

  
						



 


 


NOTE:  The
signature to this assignment must correspond exactly with the name as written
upon the face of the within Global Security in every particular without
alteration or enlargement or any change whatsoever and must be guaranteed by a
commercial bank or trust company having its principal office or correspondent
in The City of New York or by a member of the New York Stock Exchange.