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Director Independence

Directors will be considered "independent" if they have no material relationship with Textron (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). In addition, the New York Stock Exchange (NYSE) standards provide that:

(a) a director who received, or whose immediate family members receive, more than $100,000 per year in direct compensation from Textron, other than director fees or pension payments, is presumed not to be independent until five years after he or she ceases to receive more than $100,000 per year in such compensation, unless the Board deems otherwise with no independent director dissenting;

(b) a director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, a present or former auditor of Textron is not independent until five years after the end of either the affiliation or auditing relationship; and

(c) a director who is an executive officer or employee, or whose immediate family member is an executive officer of another company that accounts for at least 2 percent of Textron's consolidated gross revenues, or for which Textron accounts for at least 2 percent or $1 million (whichever is greater) of such other company's consolidated gross revenues, in each case is not independent until five years after such threshold no longer is met.

Also, under NYSE and Securities Exchange Commission requirements, to be considered independent for purposes of serving on the Audit Committee, a director may not directly or indirectly, other than in his or her capacity as a member of the Board or any of its committees, accept any compensatory fee from Textron or any of its subsidiaries.

Textron's Guidelines and Policies state that "a majority of the directors will be independent directors as such term is defined in the listing standards of the New York Stock Exchange (NYSE). Under the NYSE standards, no director qualifies as "independent" unless the Board of Directors affirmatively determines that the director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

Independent Directors

Eleven out of 12 directors have been determined to be independent. The following directors are independent:

		Audit Committee		Nominating Committee		Compensation Committee
Kathleen M. Bader
R. Kerry Clark
Ivor J. Evans
Lawrence K. Fish				Chair
Joe T. Ford
Paul E. Gagne		Chair/ Financial Expert
Dain M. Hancock
Lord Powell of Bayswater KCMG
Lloyd G. Trotter
Thomas B. Wheeler
James L. Ziemer		Financial Expert

Lewis B. Campbell, Textron chairman, president and CEO, is a management director of the board, and therefore is not considered to be independent.