-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 FHJTg671bOS+jl2K0R3LGXQAlAfY4K5chkM8bK5GAiLD2yTgq+55Zq0uUXz1IWOu
 SpjNw0Dp8/DXfaAhpfEWpA==

<SEC-DOCUMENT>0000950135-01-503414.txt : 20020410
<SEC-HEADER>0000950135-01-503414.hdr.sgml : 20020410
ACCESSION NUMBER:		0000950135-01-503414
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20011109
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20011109

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEXTRON INC
		CENTRAL INDEX KEY:			0000217346
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT & PARTS [3720]
		IRS NUMBER:				050315468
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05480
		FILM NUMBER:		1780824

	BUSINESS ADDRESS:	
		STREET 1:		40 WESTMINSTER ST
		CITY:			PROVIDENCE
		STATE:			RI
		ZIP:			02903
		BUSINESS PHONE:		4014212800

	MAIL ADDRESS:	
		STREET 1:		40 WESTMINSTER ST
		CITY:			PROVIDENCE
		STATE:			RI
		ZIP:			02903

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN TEXTRON INC
		DATE OF NAME CHANGE:	19710510
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b411088ke8-k.txt
<DESCRIPTION>FORM 8-K DATED 11/09/01
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                                November 9, 2001
                                ----------------
                        (Date of earliest event reported)


                                  TEXTRON INC.
                                  ------------
             (Exact name of registrant as specified in its charter)

          Delaware                    1-5480                      05-0315468
- ----------------------------       ------------              -------------------
(State or Other Jurisdiction       (Commission                  (IRS Employer
     of Incorporation)             File Number)              Identification No.)

             40 Westminister Drive, Providence, Rhode Island, 02903
           -----------------------------------------------------------
           (Address of principal executive offices including zip code)

                                 (401) 421-2800
                                 --------------
               (Registrant's telephone number including area code)

                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events

         This Current Report on Form 8-K files certain exhibits to the
Registration Statement on Form S-3 (No. 333-84599) filed by Textron Inc.,
Textron Capital II and Textron Capital III with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on August 5, 1999. A
table cross-referencing the provisions of the Indenture, dated as of September
10, 1999, between Textron Inc. and The Bank of New York to the provisions of the
Trust Indenture Act of 1939, as amended; a form of senior debt security; a form
of trust guaranty relating to the trust preferred securities; a form of Amended
and Restated Declaration of Trust; an Opinion of Skadden, Arps, Slate, Meagher &
Flom LLP; and an Opinion of Michael D. Cahn, Associate General Counsel and
Assistant Secretary of Textron Inc., are attached to this report as Exhibits
4.6(a), 4.7, 4.12, 4.13, 5.1 and 5.2, respectively.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits:

<TABLE>
<CAPTION>
   Exhibit
     No.             Exhibit
     ---             -------
<S>             <C>
4.6(a)          Table cross-referencing the provisions of the Indenture, dated
                as of September 10, 1999, between Textron Inc. and The Bank of
                New York to the provisions of the Trust Indenture Act of 1939,
                as amended.

4.7             Form of any senior debt security.

4.12            Form of trust guaranty relating to the trust preferred
                securities.

4.13            Form of Amended and Restated Declaration of Trust.

5.1             Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

5.2             Opinion of Michael D. Cahn, Associate General Counsel and
                Assistant Secretary of Textron Inc.
</TABLE>
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        TEXTRON INC.
                                        (Registrant)

Date:  November 9, 2001
                                        /s/  Mary F. Lovejoy
                                        ---------------------------------
                                        By:  Mary F. Lovejoy
                                             Vice President and Treasurer
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   Exhibit
     No.             Exhibit
     ---             -------
<S>             <C>
4.6(a)          Table cross-referencing the provisions of the Indenture, dated
                as of September 10, 1999, between Textron Inc. and The Bank of
                New York to the provisions of the Trust Indenture Act of 1939,
                as amended.

4.7             Form of any senior debt security.

4.12            Form of trust guaranty relating to the trust preferred
                securities.

4.13            Form of Amended and Restated Declaration of Trust.

5.1             Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

5.2             Opinion of Michael D. Cahn, Associate General Counsel and
                Assistant Secretary of Textron Inc.
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6(A)
<SEQUENCE>3
<FILENAME>b411088kex4-6a.txt
<DESCRIPTION>CROSS-REFERENCE TABLE
<TEXT>
<PAGE>
                                                                  EXHIBIT 4.6(a)


                              CROSS-REFERENCE TABLE

Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 317 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Reform Act of 1990, are a part of and govern the Indenture whether or not
physically contained therein) and the Indenture, dated as of September 10, 1999.


<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                        Indenture Section
<S>                                                                                <C>
Section 310 (a) (1) and (2)....................................................    6.9
            (a) (3)............................................................    Not Applicable
            (a) (4)............................................................    Not Applicable
            (b)................................................................    6.8, 6.10
            (c)................................................................    Not Applicable
Section 311 (a)................................................................    6.13
            (b)................................................................    6.13
            (b) (2)............................................................    7.3 (a) (2), 7.3 (b)
Section 312 (a)................................................................    7.1, 7.2 (a)
            (b)................................................................    7.2 (b)
            (c)................................................................    7.2 (c)
Section 313 (a)................................................................    7.3 (a)
            (b)................................................................    7.3 (b)
            (c)................................................................    7.3 (c)
            (d)................................................................    7.3 (d)
Section 314 (a) (1), (2) and (3)...............................................    7.4
            (b)................................................................    Not Applicable
            (c) (1)............................................................    1.2
            (c) (2)............................................................    1.2
            (c) (3)............................................................    Not Applicable
            (d)................................................................    Not Applicable
            (e)................................................................    1.2
            (f)................................................................    Not Applicable
Section 315 (a)................................................................    6.1(a)
            (b)................................................................    6.2, 7.3 (a) (6)
            (c)................................................................    6.1 (b)
            (d)................................................................    6.1 (c)
            (d) (1)............................................................    6.1 (a) (1)
            (d) (2)............................................................    6.1 (c) (2)
            (d) (3)............................................................    6.1 (c) (3)
            (e)................................................................    5.14
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                <C>
Section 316 (a)................................................................    5.12
            (a) (1) (B)........................................................    5.13
            (a) (2)............................................................    Not Applicable
            (b)................................................................    5.8
Section 317 (a) (1)............................................................    5.3
            (a) (2)............................................................    5.4
            (b)................................................................    10.3
Section 318 (a)................................................................    1.7
</TABLE>


Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>4
<FILENAME>b411088kex4-7.txt
<DESCRIPTION>FORM OF SENIOR DEBT SECURITY
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.7

                          FORM OF SENIOR DEBT SECURITY


                                  TEXTRON INC.


                           (FORM OF 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 Depository
to the Depository or another nominee of the Depository) may be registered except
in such limited circumstances. Every Security delivered upon registration of
transfer of, or 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.                       CUSIP: [     ]            $[   ]
<PAGE>
                                  TEXTRON INC.
                           [ ]% NOTE DUE , [ ], 200[ ]

                  TEXTRON INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", 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 [ ] ($[ ]) on [ ], 200[
], and to pay interest thereon from [ ], 200[ ], or the most recent date in
respect of which interest has been paid or duly provided for at the rate of [ ]%
per annum until the principal hereof is paid or duly provided for, semiannually
on [ ] and [ ] in each year (each an "Interest Payment Date") commencing [ ],
200[ ]; 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 [ ] or [ ] (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 such 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 the Company, 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 Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, which in each case, shall be designated
by the Company 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 the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such

                                       2
<PAGE>
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 Global Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


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


Dated:  [     ], [     ]                TEXTRON INC.



                                        By:  ____________________________
                                             Vice President and Treasurer







                                        By:  ____________________________
                                             Assistant Secretary




                                       3
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

THE BANK OF NEW YORK,
  As Trustee



By:  ___________________________
     Name:
     Title:
<PAGE>
                          (FORM OF REVERSE OF SECURITY)

                                  TEXTRON INC.
                            [ ]% NOTE DUE [ ], 200[ ]

                  This Security is a Global Security evidencing a security of
the duly authorized series of securities of the Company designated as its [ ]%
notes due [ ], 200[ ] (the securities of such series are herein called the
"Securities"), issued under an Indenture, dated as of [ ], [ ] (herein called
the "Indenture"), between the Company and The Bank of New York, as trustee
(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 the Company establishing such tems for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, 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 Notes shall not be redeemable prior to Maturity.

                  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 the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company 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
the Company 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, the
Company and the Trustee may enter into one or more indentures supplemental to
the Indenture to evidence the succession of another corporation to the Company
and the assumption by such successor of the covenants of the Company in the
Indenture or this Global Security, to add to the covenants of the Company
<PAGE>
for the benefit of the Holders of all or any series of Securities, to add
additional Events of Default, 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 the Company 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 the Company 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 the Company 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 the Company. Without notice to
or consent of any Holder of any Securities of this series, the Company 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 $1,000 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 the Company 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, the Company, the Trustee and any agent of the Company
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 the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Securities evidenced
hereby or if at any time the Depository shall
<PAGE>
no longer be registered or in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statue or regulation and a successor
Depository is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be, the
Company will execute, and the Trustee will authenticate and deliver, Securities
in definitive registered form without coupons, in denomination of $1,000 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, the Company
may at any time determine that the Securities evidenced hereby shall no longer
be represented by a Global Security. In such event the Company will execute, and
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, 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.
<PAGE>
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 the Company, 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.






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>5
<FILENAME>b411088kex4-12.txt
<DESCRIPTION>FORM OF TRUST GUARANTEE
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.12

                       FORM OF TRUST GUARANTEE RELATING TO
                         THE TRUST PREFERRED SECURITIES



                      ====================================



                    PREFERRED SECURITIES GUARANTEE AGREEMENT



                                Textron Capital _




                           Dated as of ________, ____






                       ===================================
<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                     <C>
ARTICLE I DEFINITIONS AND INTERPRETATION.................................................................2

         SECTION 1.1  Definitions and Interpretation.....................................................2

ARTICLE II TRUST INDENTURE ACT...........................................................................5

         SECTION 2.1  Trust Indenture Act; Application...................................................5
         SECTION 2.2  Lists of Holders of Securities.....................................................5
         SECTION 2.3  Reports by the Preferred Guarantee Trustee.........................................5
         SECTION 2.4  Periodic Reports to Preferred Guarantee Trustee....................................5
         SECTION 2.5  Evidence of Compliance with Conditions Precedent...................................6
         SECTION 2.6  Events of Default; Waiver..........................................................6
         SECTION 2.7  Event of Default; Notice...........................................................6
         SECTION 2.8  Conflicting Interests..............................................................6

ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE.....................................7

         SECTION 3.1  Powers and Duties of the Preferred Guarantee Trustee...............................7
         SECTION 3.2  Certain Rights of Preferred Guarantee Trustee......................................9
         SECTION 3.3  Not Responsible for Recitals or Issuance of Guarantee.............................11

ARTICLE IV PREFERRED GUARANTEE TRUSTEE..................................................................11

         SECTION 4.1  Preferred Guarantee Trustee; Eligibility..........................................11
         SECTION 4.2  Appointment, Removal and Resignation of Preferred Guarantee Trustees..............12

ARTICLE V GUARANTEE.....................................................................................12

         SECTION 5.1  Guarantee.........................................................................12
         SECTION 5.2  Waiver of Notice and Demand.......................................................13
         SECTION 5.3  Obligations Not Affected..........................................................13
         SECTION 5.4  Rights of Holders.................................................................14
         SECTION 5.5  Guarantee of Payment..............................................................14
         SECTION 5.6  Subrogation.......................................................................14
         SECTION 5.7  Independent Obligations...........................................................14

ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION....................................................15

         SECTION 6.1  Limitation of Transactions........................................................15
         SECTION 6.2  Ranking...........................................................................15

ARTICLE VII TERMINATION.................................................................................15

         SECTION 7.1  Termination.......................................................................15

ARTICLE VIII INDEMNIFICATION............................................................................16
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                                                                                                     <C>
         SECTION 8.1  Exculpation.......................................................................16
         SECTION 8.2  Indemnification...................................................................16

ARTICLE IX MISCELLANEOUS................................................................................16

         SECTION 9.1  Successors and Assigns............................................................16
         SECTION 9.2  Amendments........................................................................17
         SECTION 9.3  Notices...........................................................................17
         SECTION 9.4  Benefit...........................................................................18
         SECTION 9.5  Governing Law.....................................................................18
</TABLE>

                                       ii
<PAGE>
                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                  This GUARANTEE AGREEMENT (the "Preferred Securities
Guarantee"), dated as of ________, ____, is executed and delivered by Textron
Inc., a Delaware corporation (the "Guarantor"), and The Bank of New York, as
trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as
defined herein) from time to time of the Preferred Securities (as defined
herein) of Textron Capital _, a Delaware statutory business trust (the
"Issuer").

                  WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (the "Declaration"), dated as of ________, ____, among the trustees of the
Issuer named therein, the Guarantor, as sponsor, and the holders from time to
time of undivided beneficial interests in the assets of the Issuer, the Issuer
is issuing on the date hereof _______________ preferred securities, having an
aggregate liquidation amount of $_____ (plus up to an additional ________
preferred securities, having an aggregate liquidation amount of $_________, to
cover over-allotments), designated the _____% Trust Originated Preferred
Securities (the "Preferred Securities");

                  WHEREAS, as incentive for the Holders to purchase the
Preferred Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Preferred Securities Guarantee, to pay to
the Holders of the Preferred Securities the Guarantee Payments (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein.

                  WHEREAS, the Guarantor is also executing and delivering a
guarantee agreement (the "Common Securities Guarantee") in substantially
identical terms to this Preferred Securities Guarantee for the benefit of the
holders of the Common Securities (as defined herein), except that if an Event of
Default (as defined in the Indenture), has occurred and is continuing, the
rights of holders of the Common Securities to receive Guarantee Payments under
the Common Securities Guarantee are subordinated to the rights of Holders of
Preferred Securities to receive Guarantee Payments under this Preferred
Securities Guarantee.

                  NOW, THEREFORE, in consideration of the purchase by each
Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall
benefit the Guarantor, the Guarantor executes and delivers this Preferred
Securities Guarantee for the benefit of the Holders.
<PAGE>
                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

         SECTION 1.1  Definitions and Interpretation

                  In this Preferred Securities Guarantee, unless the context
otherwise requires:

                  (a) Capitalized terms used in this Preferred Securities
Guarantee but not defined in the preamble above have the respective meanings
assigned to them in this Section 1.1;

                  (b) a term defined anywhere in this Preferred Securities
Guarantee has the same meaning throughout;

                  (c) all references to "the Preferred Securities Guarantee" or
"this Preferred Securities Guarantee" are to this Preferred Securities Guarantee
as modified, supplemented or amended from time to time;

                  (d) all references in this Preferred Securities Guarantee to
Articles and Sections are to Articles and Sections of this Preferred Securities
Guarantee, unless otherwise specified;

                  (e) a term defined in the Trust Indenture Act has the same
meaning when used in this Preferred Securities Guarantee, unless otherwise
defined in this Preferred Securities Guarantee or unless the context otherwise
requires; and

                  (f) a reference to the singular includes the plural and vice
versa.

                  "Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

                  "Business Day" means any day other than a day on which banking
institutions in the City of New York, New York are authorized or required by any
applicable law to close.

                  "Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Issuer.

                  "Corporate Trust Office" means the office of the Preferred
Guarantee Trustee at which the corporate trust business of the Preferred
Guarantee Trustee shall, at any particular time, be principally administered,
which office at the date of execution of this Agreement is located at ________
______________________________.


                                       2
<PAGE>
                  "Covered Person" means any Holder or beneficial owner of
Preferred Securities.

                  "Debentures" means the series of junior subordinated debt
securities of the Guarantor designated the ___% Junior Subordinated Deferrable
Interest Debentures due ________ held by the Institutional Trustee (as defined
in the Declaration) of the Issuer.

                  "Event of Default" means a default by the Guarantor on any of
its payment or other obligations under this Preferred Securities Guarantee.

                  "Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Preferred Securities, to
the extent not paid or made by the Issuer: (i) any accrued and unpaid
Distributions (as defined in the Declaration) that are required to be paid on
such Preferred Securities to the extent the Issuer shall have funds available
therefor, (ii) the redemption price, including all accrued and unpaid
Distributions to the date of redemption (the "Redemption Price") to the extent
the Issuer has funds available therefor, with respect to any Preferred
Securities called for redemption by the Issuer, and (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Debentures to the Holders in exchange for
Preferred Securities as provided in the Declaration), the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid Distributions on
the Preferred Securities to the date of payment, to the extent the Issuer shall
have funds available therefor, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer (in
either case, the "Liquidation Distribution"). If an event of default under the
Indenture has occurred and is continuing, the rights of holders of the Common
Securities to receive payments under the Common Securities Guarantee Agreement
are subordinated to the rights of Holders of Preferred Securities to receive
Guarantee Payments.

                  "Holder" shall mean any holder, as registered on the books and
records of the Issuer of any Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.

                  "Indemnified Person" means the Preferred Guarantee Trustee,
any Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Preferred Guarantee Trustee.

                  "Indenture" means the Indenture dated as of ____, ____, among
the Guarantor (the "Debenture Issuer") and The Bank of New York, as trustee, and
any indenture supplemental thereto pursuant to which certain subordinated debt
securities of the Debenture Issuer are to be issued to the Property Trustee of
the Issuer.

                  "Majority in liquidation amount of the Securities" means,
except as provided by the Trust Indenture Act, a vote by Holder(s) of Preferred
Securities, voting


                                       3
<PAGE>
separately as a class, of more than 50% of the liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all Preferred Securities.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Preferred Securities Guarantee shall include:

                  (a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definition relating
thereto;

                  (b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the
Officers' Certificate;

                  (c) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is necessary to
enable such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

                  (d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

                  "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

                  "Preferred Guarantee Trustee" means The Bank of New York,
until a Successor Preferred Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this Preferred Securities
Guarantee and thereafter means each such Successor Preferred Guarantee Trustee.

                  "Responsible Officer" means, with respect to the Preferred
Guarantee Trustee, any officer within the Corporate Trust Office of the
Preferred Guarantee Trustee, including any vice-president, any assistant
vice-president, any assistant secretary, the treasurer, any assistant treasurer
or other officer of the Corporate Trust Office of the Preferred Guarantee
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

                  "Successor Preferred Guarantee Trustee" means a successor
Preferred Guarantee Trustee possessing the qualifications to act as Preferred
Guarantee Trustee under Section 4.1.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.


                                       4
<PAGE>
                                   ARTICLE II

                               TRUST INDENTURE ACT

     SECTION 2.1 Trust Indenture Act; Application

                  (a) This Preferred Securities Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Preferred Securities Guarantee and shall, to the extent applicable, be governed
by such provisions; and

                  (b) if and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

     SECTION 2.2 Lists of Holders of Securities

                  (a) The Guarantor shall provide the Preferred Guarantee
Trustee with a list, in such form as the Preferred Guarantee Trustee may
reasonably require, of the names and addresses of the Holders of the Preferred
Securities ("List of Holders") as of such date, (i) within 1 Business Day after
January 1 and June 30 of each year, and (ii) at any other time within 30 days of
receipt by the Guarantor of a written request for a List of Holders as of a date
no more than 14 days before such List of Holders is given to the Preferred
Guarantee Trustee provided, that the Guarantor shall not be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Preferred Guarantee Trustee by the
Guarantor. The Preferred Guarantee Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

                  (b) The Preferred Guarantee Trustee shall comply with its
obligations under Section 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.

     SECTION 2.3 Reports by the Preferred Guarantee Trustee

                  Within 60 days after _________ of each year, the Preferred
Guarantee Trustee shall provide to the Holders of the Preferred Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Preferred Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

     SECTION 2.4 Periodic Reports to Preferred Guarantee Trustee

                  The Guarantor shall provide to the Preferred Guarantee Trustee
such documents, reports and information as required by Section 314 (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.


                                       5
<PAGE>
     SECTION 2.5 Evidence of Compliance with Conditions Precedent

                  The Guarantor shall provide to the Preferred Guarantee Trustee
such evidence of compliance with any conditions precedent, if any, provided for
in this Preferred Securities Guarantee that relate to any of the matters set
forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

     SECTION 2.6 Events of Default; Waiver

                  The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     SECTION 2.7 Event of Default; Notice

                  (a) The Preferred Guarantee Trustee shall, within 90 days
after the occurrence of an Event of Default, transmit by mail, first class
postage prepaid, to the Holders of the Preferred Securities, notices of all
Events of Default actually known to a Responsible Officer of the Preferred
Guarantee Trustee, unless such defaults have been cured before the giving of
such notice, provided, that, the Preferred Guarantee Trustee shall be protected
in withholding such notice if and so long as a Responsible Officer of the
Preferred Guarantee Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders of the Preferred Securities.

                  (b) The Preferred Guarantee Trustee shall not be deemed to
have knowledge of any Event of Default unless the Preferred Guarantee Trustee
shall have received written notice, or of which a Responsible Officer of the
Preferred Guarantee Trustee charged with the administration of the Declaration
shall have obtained actual knowledge.

     SECTION 2.8 Conflicting Interests

                  The Declaration shall be deemed to be specifically described
in this Preferred Securities Guarantee for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.


                                       6
<PAGE>
                                   ARTICLE III

                          POWERS, DUTIES AND RIGHTS OF
                           PREFERRED GUARANTEE TRUSTEE

     SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee

                  (a) This Preferred Securities Guarantee shall be held by the
Preferred Guarantee Trustee for the benefit of the Holders of the Preferred
Securities, and the Preferred Guarantee Trustee shall not transfer this
Preferred Securities Guarantee to any Person except a Holder of Preferred
Securities exercising his or her rights pursuant to Section 5.4(b) or to a
Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred
Guarantee Trustee of its appointment to act as Successor Preferred Guarantee
Trustee. The right, title and interest of the Preferred Guarantee Trustee shall
automatically vest in any Successor Preferred Guarantee Trustee, and such
vesting and cessation of title shall be effective whether or not conveyancing
documents have been executed and delivered pursuant to the appointment of such
Successor Preferred Guarantee Trustee.

                  (b) If an Event of Default actually known to a Responsible
Officer of the Preferred Guarantee Trustee has occurred and is continuing, the
Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee
for the benefit of the Holders of the Preferred Securities.

                  (c) The Preferred Guarantee Trustee, before the occurrence of
any Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Preferred Securities Guarantee, and no implied covenants shall be
read into this Preferred Securities Guarantee against the Preferred Guarantee
Trustee. In case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6) and is actually known to a Responsible Officer
of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Preferred Securities
Guarantee, and use the same degree of care and skill in its exercise thereof, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

                  (d) No provision of this Preferred Securities Guarantee shall
be construed to relieve the Preferred Guarantee Trustee from liability for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                           (i) prior to the occurrence of any Event of Default
          and after the curing or waiving of all such Events of Default that may
          have occurred:

                                    (A) the duties and obligations of the
                  Preferred Guarantee Trustee shall be determined solely by the
                  express provisions of


                                       7
<PAGE>
         this Preferred Securities Guarantee, and the Preferred Guarantee
         Trustee shall not be liable except for the performance of such duties
         and obligations as are specifically set forth in this Preferred
         Securities Guarantee, and no implied covenants or obligations shall be
         read into this Preferred Securities Guarantee against the Preferred
         Guarantee Trustee; and

                                    (B) in the absence of bad faith on the part
                  of the Preferred Guarantee Trustee, the Preferred Guarantee
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon any certificates or opinions furnished to the
                  Preferred Guarantee Trustee and conforming to the
                  requirements of this Preferred Securities Guarantee; but in
                  the case of any such certificates or opinions that by any
                  provision hereof are specifically required to be furnished to
                  the Preferred Guarantee Trustee, the Preferred Guarantee
                  Trustee shall be under a duty to examine the same to
                  determine whether or not they conform to the requirements of
                  this Preferred Securities Guarantee;

                           (ii) the Preferred Guarantee Trustee shall not be
         liable for any error of judgment made in good faith by a Responsible
         Officer of the Preferred Guarantee Trustee, unless it shall be proved
         that the Preferred Guarantee Trustee was negligent in ascertaining the
         pertinent facts upon which such judgment was made;

                           (iii) the Preferred Guarantee Trustee shall not be
         liable with respect to any action taken or omitted to be taken by it
         in good faith in accordance with the direction of the Holders of not
         less than a Majority in liquidation amount of the Preferred Securities
         relating to the time, method and place of conducting any proceeding
         for any remedy available to the Preferred Guarantee Trustee, or
         exercising any trust or power conferred upon the Preferred Guarantee
         Trustee under this Preferred Securities Guarantee; and (iv) no
         provision of this Preferred Securities Guarantee shall require the
         Preferred Guarantee Trustee to expend or risk its own funds or
         otherwise incur personal financial liability in the performance of any
         of its duties or in the exercise of any of its rights or powers, if
         the Preferred Guarantee Trustee shall have reasonable grounds for
         believing that the repayment of such funds or liability is not
         reasonably assured to it under the terms of this Preferred Securities
         Guarantee or indemnity, reasonably satisfactory to the Preferred
         Guarantee Trustee, against such risk or liability is not reasonably
         assured to it.


                                       8
<PAGE>
         SECTION 3.2 Certain Rights of Preferred Guarantee Trustee

                  (a)      Subject to the provisions of Section 3.1:

                           (i) The Preferred Guarantee Trustee may conclusively
         rely, and shall be fully protected in acting or refraining from acting
         upon, any resolution, certificate, statement, instrument, opinion,
         report, notice, request, direction, consent, order, bond, debenture,
         note, other evidence of indebtedness or other paper or document
         believed by it to be genuine and to have been signed, sent or
         presented by the proper party or parties.

                           (ii) Any direction or act of the Guarantor
         contemplated by this Preferred Securities Guarantee shall be
         sufficiently evidenced by a Direction or an Officers' Certificate.

                           (iii) Whenever, in the administration of this
         Preferred Securities Guarantee, the Preferred Guarantee Trustee shall
         deem it desirable that a matter be proved or established before
         taking, suffering or omitting any action hereunder, the Preferred
         Guarantee Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of bad faith on its part, request and
         conclusively rely upon an Officers' Certificate which, upon receipt of
         such request, shall be promptly delivered by the Guarantor.

                           (iv) The Preferred Guarantee Trustee shall have no
         duty to see to any recording, filing or registration of any instrument
         (or any rerecording, refiling or registration thereof).

                           (v) The Preferred Guarantee Trustee may consult with
         counsel, and the written advice or opinion of such counsel with
         respect to legal matters shall be full and complete authorization and
         protection in respect of any action taken, suffered or omitted by it
         hereunder in good faith and in accordance with such advice or opinion.
         Such counsel may be counsel to the Guarantor or any of its Affiliates
         and may include any of its employees. The Preferred Guarantee Trustee
         shall have the right at any time to seek instructions concerning the
         administration of this Preferred Securities Guarantee from any court
         of competent jurisdiction.

                           (vi) The Preferred Guarantee Trustee shall be under
         no obligation to exercise any of the rights or powers vested in it by
         this Preferred Securities Guarantee at the request or direction of any
         Holder, unless such Holder shall have provided to the Preferred
         Guarantee Trustee such security and indemnity, reasonably satisfactory
         to the Preferred Guarantee Trustee, against the costs, expenses
         (including attorneys' fees


                                       9
<PAGE>
         and expenses and the expenses of the Preferred Guarantee Trustee's
         agents, nominees or custodians) and liabilities that might be incurred
         by it in complying with such request or direction, including such
         reasonable advances as may be requested by the Preferred Guarantee
         Trustee; provided that, nothing contained in this Section 3.2(a)(vi)
         shall be taken to relieve the Preferred Guarantee Trustee, upon the
         occurrence of an Event of Default, of its obligation to exercise the
         rights and powers vested in it by this Preferred Securities Guarantee.

                           (vii) The Preferred Guarantee Trustee shall not be
         bound to make any investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document, but the
         Preferred Guarantee Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit.

                           (viii) The Preferred Guarantee Trustee may execute
         any of the trusts or powers hereunder or perform any duties hereunder
         either directly or by or through agents, nominees, custodians or
         attorneys, and the Preferred Guarantee Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

                           (ix) Any action taken by the Preferred Guarantee
         Trustee or its agents hereunder shall bind the Holders of the Preferred
         Securities, and the signature of the Preferred Guarantee Trustee or its
         agents alone shall be sufficient and effective to perform any such
         action. No third party shall be required to inquire as to the authority
         of the Preferred Guarantee Trustee to so act or as to its compliance
         with any of the terms and provisions of this Preferred Securities
         Guarantee, both of which shall be conclusively evidenced by the
         Preferred Guarantee Trustee's or its agent's taking such action.

                           (x) Whenever in the administration of this Preferred
         Securities Guarantee the Preferred Guarantee Trustee shall deem it
         desirable to receive instructions with respect to enforcing any remedy
         or right or taking any other action hereunder, the Preferred Guarantee
         Trustee (i) may request instructions from the Holders of a Majority in
         liquidation amount of the Preferred Securities, (ii) may refrain from
         enforcing such remedy or right or taking such other action until such
         instructions are received, and (iii) shall be protected in conclusively
         relying on or acting in accordance with such instructions.

                  (b) No provision of this Preferred Securities Guarantee shall
be deemed to impose any duty or obligation on the Preferred Guarantee Trustee to
perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it


                                       10
<PAGE>
in any jurisdiction in which it shall be illegal, or in which the Preferred
Guarantee Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the
Preferred Guarantee Trustee shall be construed to be a duty.

         SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee

                  The recitals contained in this Guarantee shall be taken as the
statements of the Guarantor, and the Preferred Guarantee Trustee does not assume
any responsibility for their correctness. The Preferred Guarantee Trustee makes
no representation as to the validity or sufficiency of this Preferred Securities
Guarantee.

                                   ARTICLE IV

                           PREFERRED GUARANTEE TRUSTEE

         SECTION 4.1 Preferred Guarantee Trustee; Eligibility

                  (a) There shall at all times be a Preferred Guarantee Trustee
which shall:

                           (i) not be an Affiliate of the Guarantor; and

                           (ii) be a corporation organized and doing business
         under the laws of the United States of America or any State or
         Territory thereof or of the District of Columbia, or a corporation or
         Person permitted by the Securities and Exchange Commission to act as an
         institutional trustee under the Trust Indenture Act, authorized under
         such laws to exercise corporate trust powers, having a combined capital
         and surplus of at least 50 million U.S. dollars ($50,000,000), and
         subject to supervision or examination by Federal, State, Territorial or
         District of Columbia authority. If such corporation publishes reports
         of condition at least annually, pursuant to law or to the requirements
         of the supervising or examining authority referred to above, then, for
         the purposes of this Section 4.1(a)(ii), the combined capital and
         surplus of such corporation shall be deemed to be its combined capital
         and surplus as set forth in its most recent report of condition so
         published.

                  (b) If at any time the Preferred Guarantee Trustee shall cease
to be eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee
shall immediately resign in the manner and with the effect set out in Section
4.2(c).

                  (c) If the Preferred Guarantee Trustee has or shall acquire
any "conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.


                                       11
<PAGE>
         SECTION 4.2 Appointment, Removal and Resignation of Preferred Guarantee
Trustees

                  (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee
may be appointed or removed without cause at any time by the Guarantor.

                  (b) The Preferred Guarantee Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Preferred Guarantee Trustee and delivered to the Guarantor.

                  (c) The Preferred Guarantee Trustee appointed to office shall
hold office until a Successor Preferred Guarantee Trustee shall have been
appointed or until its removal or resignation. The Preferred Guarantee Trustee
may resign from office (without need for prior or subsequent accounting) by an
instrument in writing executed by the Preferred Guarantee Trustee and delivered
to the Guarantor, which resignation shall not take effect until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such appointment
by instrument in writing executed by such Successor Preferred Guarantee Trustee
and delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

                  (d) If no Successor Preferred Guarantee Trustee shall have
been appointed and accepted appointment as provided in this Section 4.2 within
60 days after delivery to the Guarantor of an instrument of resignation, the
resigning Preferred Guarantee Trustee may petition any court of competent
jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Preferred Guarantee Trustee.

                  (e) No Preferred Guarantee Trustee shall be liable for the
acts or omissions to act of any Successor Preferred Guarantee Trustee.

                  (f) Upon termination of this Preferred Securities Guarantee or
removal or resignation of the Preferred Guarantee Trustee pursuant to this
Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all
amounts accrued to the date of such termination, removal or resignation.

                                    ARTICLE V

                                    GUARANTEE

         SECTION 5.1 Guarantee

                  The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim that the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment


                                       12
<PAGE>
may be satisfied by direct payment of the required amounts by the Guarantor to
the Holders or by causing the Issuer to pay such amounts to the Holders.

         SECTION 5.2 Waiver of Notice and Demand

                  The Guarantor hereby waives notice of acceptance of this
Preferred Securities Guarantee and of any liability to which it applies or may
apply, presentment, demand for payment, any right to require a proceeding first
against the Issuer or any other Person before proceeding against the Guarantor,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

         SECTION 5.3 Obligations Not Affected

                  The obligations, covenants, agreements and duties of the
Guarantor under this Preferred Securities Guarantee shall in no way be affected
or impaired by reason of the happening from time to time of any of the
following:

                  (a) the release or waiver, by operation of law or otherwise,
of the performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Preferred Securities to
be performed or observed by the Issuer;

                  (b) the extension of time for the payment by the Issuer of all
or any portion of the Distributions, Redemption Price, Liquidation Distribution
or any other sums payable under the terms of the Preferred Securities or the
extension of time for the performance of any other obligation under, arising out
of, or in connection with, the Preferred Securities (other than an extension of
time for payment of Distributions, Redemption Price, Liquidation Distribution or
other sum payable that results from the extension of any interest payment period
on the Debentures or any extension of the maturity date of the Debentures
permitted by the Indenture);

                  (c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Holders pursuant to the terms of the Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

                  (d) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Issuer or any of the
assets of the Issuer;

                  (e) any invalidity of, or defect or deficiency in, the
Preferred Securities;

                  (f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or


                                       13
<PAGE>
                  (g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

                  There shall be no obligation of the Holders to give notice to,
or obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

         SECTION 5.4 Rights of Holders

                  (a) The Holders of a Majority in liquidation amount of the
Preferred Securities have the right to direct the time, method and place of
conducting of any proceeding for any remedy available to the Preferred Guarantee
Trustee in respect of this Preferred Securities Guarantee or exercising any
trust or power conferred upon the Preferred Guarantee Trustee under this
Preferred Securities Guarantee.

                  (b) Notwithstanding the foregoing, any Holder of Preferred
Securities may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Preferred Securities Guarantee, without first
instituting a legal proceeding against the Issuer, the Preferred Guarantee
Trustee or any other Person.

         SECTION 5.5 Guarantee of Payment

                  This Preferred Securities Guarantee creates a guarantee of
payment and not of collection.

         SECTION 5.6 Subrogation

                  The Guarantor shall be subrogated to all (if any) rights of
the Holders of Preferred Securities against the Issuer in respect of any amounts
paid to such Holders by the Guarantor under this Preferred Securities Guarantee;
provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any right
that it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Preferred
Securities Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this Preferred Securities Guarantee. If any amount shall be
paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders.

         SECTION 5.7 Independent Obligations

                  The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Preferred
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.3 hereof.


                                       14
<PAGE>
                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         SECTION 6.1 Limitation of Transactions

                  So long as any Preferred Securities remain outstanding, if
there shall have occurred an Event of Default or an event of default under the
Declaration, then (a) the Guarantor shall not declare or pay any dividend on,
make any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock, (b) the Guarantor
shall not make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities (including guarantees) issued by
the Guarantor which rank pari passu with or junior to the Debentures or (c) the
Guarantor shall not make any guarantee payments with respect to the foregoing
(other than pursuant to the Preferred Securities Guarantee Agreement); provided,
however, the Guarantor may (i) declare and pay a stock dividend where the
dividend stock is the same stock as that on which the dividend is being paid and
(ii) repurchase its common stock from ________ pursuant to the Agreement to
Purchase Stock, dated as of ____, ____, by and among the Guarantor and ________
and the Stock Purchase Agreement, dated as ____, ____, between the Guarantor and
________.

         SECTION 6.2 Ranking

                  This Preferred Securities Guarantee will constitute an
unsecured obligation of the Guarantor and will rank (i) subordinate and junior
in right of payment to all other liabilities of the Guarantor, (ii) pari passu
with the most senior preferred or preference stock now or hereafter issued by
the Guarantor and with any guarantee now or hereafter entered into by the
Guarantor in respect of any preferred or preference stock of any Affiliate of
the Guarantor, and (iii) senior to the Guarantor's common stock.

                                   ARTICLE VII

                                   TERMINATION

         SECTION 7.1 Termination

                  This Preferred Securities Guarantee shall terminate upon (i)
full payment of the Redemption Price of all Preferred Securities, (ii) upon the
distribution of the Debentures to the Holders of all of the Preferred Securities
or (iii) upon full payment of the amounts payable in accordance with the
Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this
Preferred Securities Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder of Preferred
Securities must restore payment of any sums paid under the Preferred Securities
or under this Preferred Securities Guarantee.


                                       15
<PAGE>
                                  ARTICLE VIII

                                 INDEMNIFICATION

         SECTION 8.1 Exculpation

                  (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this
Preferred Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Preferred Securities Guarantee or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions.

                  (b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders of Preferred Securities
might properly be paid.

         SECTION 8.2 Indemnification

                  The Guarantor agrees to indemnify each Indemnified Person for,
and to hold each Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against, or investigating, any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 8.2 shall
survive the termination of this Preferred Securities Guarantee.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.1 Successors and Assigns

                  All guarantees and agreements contained in this Preferred
Securities Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the


                                       16
<PAGE>
Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding.

         SECTION 9.2 Amendments

                  Except with respect to any changes that do not adversely
affect the rights of Holders (in which case no consent of Holders will be
required), this Preferred Securities Guarantee may only be amended with the
prior approval of the Holders of at least a Majority in liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all the outstanding Preferred Securities.
The provisions of Section 12.2 of the Declaration with respect to meetings of
Holders of the Securities apply to the giving of such approval.

         SECTION 9.3 Notices

                  All notices provided for in this Preferred Securities
Guarantee shall be in writing, duly signed by the party giving such notice, and
shall be delivered, telecopied or mailed by registered or certified mail, as
follows:

                  (a) If given to the Preferred Guarantee Trustee, at the
Preferred Guarantee Trustee's mailing address set forth below (or such other
address as the Preferred Guarantee Trustee may give notice of to the Holders of
the Preferred Securities):

                  The Bank of New York
                  One Wall Street
                  New York, New York 10286
                  Attention:

                  (b) If given to the Guarantor, at the Guarantor's mailing
address set forth below (or such other address as the Guarantor may give notice
of to the Holders of the Preferred Securities):

                  Textron Inc.
                  40 Westminster Street
                  Providence, Rhode Island  02903
                  Attention:

                  (c) If given to any Holder of Preferred Securities, at the
address set forth on the books and records of the Issuer.

                  All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.


                                       17
<PAGE>
         SECTION 9.4 Benefit

                  This Preferred Securities Guarantee is solely for the benefit
of the Holders of the Preferred Securities and, subject to Section 3.1(a), is
not separately transferable from the Preferred Securities.

         SECTION 9.5 Governing Law

                  THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  This preferred securities guarantee is executed as of the day
and year first above written.


                                       18
<PAGE>
                                            TEXTRON INC., as Guarantor



Date: _____________, ______                 By: _____________________________
                                                Name:
                                                Title:



                                            THE BANK OF NEW YORK,
                                            as Preferred Guarantee Trustee

                                            By: _____________________________
                                                Name:
                                                Title:


                                       19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>6
<FILENAME>b411088kex4-13.txt
<DESCRIPTION>FORM OF AMENDED AND RESTATED DECLARATION OF TRUST
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.13


                          FORM OF AMENDED AND RESTATED
                              DECLARATION OF TRUST




                    AMENDED AND RESTATED DECLARATION OF TRUST


                               TEXTRON CAPITAL __


                           Dated as of ________, ____
<PAGE>
                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
     Section of
Trust Indenture Act                                   Section of
of 1939, as amended                                   Declaration
- -------------------                                   -----------
<S>                                                   <C>
310(a).............................................   5.3(a)
310(c).............................................   Inapplicable
311(c).............................................   Inapplicable
312(a).............................................   2.2(a)
312(b).............................................   2.2(b)
313................................................   2.3
314(a).............................................   2.4
314(b).............................................   Inapplicable
314(c).............................................   2.5
314(d).............................................   Inapplicable
314(f).............................................   Inapplicable
315(a).............................................   3.9(b)
315(c).............................................   3.9(a)
315(d).............................................   3.9(a)
316(a).............................................   Annex I
316(c).............................................   3.6(e)
</TABLE>

- ----------

*    This Cross-Reference Table does not constitute part of the Declaration and
     shall not affect the interpretation of any of its terms or provisions.


                                        i
<PAGE>
                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                               TEXTRON CAPITAL __

                               ____________, ____



            AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration") dated
and effective as of ___________, ____, by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to this Declaration;

            WHEREAS, the Trustees and the Sponsor established Textron Capital __
(the "Trust"), a trust under the Business Trust Act pursuant to a Declaration of
Trust dated as of _________, ____, (the "Original Declaration") and a
Certificate of Trust filed with the Secretary of State of the State of Delaware
on _________, ____, for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in certain Debentures of the Debenture
Issuer;

            WHEREAS, as of the date hereof, no interests in the Trust have been
issued;

            WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;
and

            NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Delaware Business Trust Act and
that this Declaration constitute the governing instrument of such business
trust, the Trustees declare that all assets contributed to the Trust will be
held in trust for the benefit of the holders, from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration.
<PAGE>
                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions.

                  Unless the context otherwise requires:

                  (a) Capitalized terms used in this Declaration but not defined
in the preamble above have the respective meanings assigned to them in this
Section 1.1;

                  (b) a term defined anywhere in this Declaration has the same
meaning throughout;

                  (c) all references to "the Declaration" or "this Declaration"
are to this Declaration as modified, supplemented restated or amended from time
to time;

                  (d) all references in this Declaration to Articles and
Sections and Annexes and Exhibits are to Articles and Sections of and Annexes
and Exhibits to this Declaration unless otherwise specified;

                  (e) a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

                  (f) a reference to the singular includes the plural and vice
versa.

            "Affiliate" has the same meaning as given to that term in Rule 405
of the Securities Act or any successor rule thereunder.

            "Authorized Officer" of a Person means any Person that is authorized
to bind such Person.

            "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

            "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

            "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

            "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.


                                       2
<PAGE>
            "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a Global Certificate and which shall
undertake to effect book entry transfers and pledges of the Preferred
Securities.

            "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

            "Closing Date" means ____________, ____.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.

            "Commission" means the Securities and Exchange Commission.

            "Common Securities Guarantee" means the guarantee agreement to be
dated as of ___________, ____ of the Sponsor in respect of the Common
Securities.

            "Common Security" has the meaning specified in Section 7.1.

            "Common Security Certificate" means a definitive certificate in
fully registered form representing a Common Security substantially in the form
of Exhibit A-2.

            "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any officer, employee or agent of the Trust or its Affiliates.

            "Corporate Trust Office" means the office of the Institutional
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at
________________________________________.

            "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

            "Debenture Issuer" means Textron Inc. in its capacity as issuer of
the Debentures under the Indenture.

            "Debenture Trustee" means The Bank of New York, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.


                                       3
<PAGE>
            "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be held by the Institutional Trustee, a
specimen certificate for such series of Debentures being Exhibit B.

            "Delaware Trustee" has the meaning set forth in Section 5.2.

            "Definitive Preferred Security Certificates" has the meaning set
forth in Section 9.4.

            "Distribution" means a distribution payable to Holders of Securities
in accordance with Section 6.1.

            "DTC" means the Depository Trust Company, the initial Clearing
Agency.

            "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Debentures.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

            "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

            "Global Certificate" has the meaning set forth in Section 9.4.

            "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act.

            "Indemnified Person" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

            "Indenture" means the Indenture dated as of _______, ____, among the
Debenture Issuer and the Debenture Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.

            "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

            "Institutional Trustee Account" has the meaning set forth in Section
3.8(c).

            "Investment Company" means an investment company as defined in the
Investment Company Act.

            "Investment Company Act" means the Investment Company Act of 1940,
as amended from time to time, or any successor legislation.


                                       4
<PAGE>
            "Investment Company Event" has the meaning set forth in Annex I
hereto.

            "Legal Action" has the meaning set forth in Section 3.6(g).

            "Majority in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of more than 50% of the aggregate liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all outstanding Securities of the relevant class.

            "Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I.

            "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

            (a) a statement that each officer signing the Certificate has read
      the covenant or condition and the definitions relating thereto;

            (b) a brief statement of the nature and scope of the examination or
      investigation undertaken by each officer in rendering the Certificate;

            (c) a statement that each such officer has made such examination or
      investigation as, in such officer's opinion, is necessary to enable such
      officer to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

            (d) a statement as to whether, in the opinion of each such officer,
      such condition or covenant has been complied with.

            "Paying Agent" has the meaning specified in Section 3.8(h).

            "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

            "Preferred Securities Guarantee" means the guarantee agreement to be
dated as of ______, ____, of the Sponsor in respect of the Preferred Securities.


                                       5
<PAGE>
            "Preferred Security" has the meaning specified in Section 7.1.

            "Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

            "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

            "Pricing Agreement" means the pricing agreement between the Trust,
the Debenture Issuer, and the underwriters designated by the Regular Trustees
with respect to the offer and sale of the Preferred Securities.

            "Quorum" means a majority of the Regular Trustees or, if there are
only two Regular Trustees, both of them.

            "Regular Trustee" means any Trustee other than the Institutional
Trustee and the Delaware Trustee.

            "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

            "Responsible Officer" means, with respect to the Institutional
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee, including any vice-president, any assistant vice-president, any
assistant secretary, the treasurer, any assistant treasurer or other officer of
the Corporate Trust Office of the Institutional Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

            "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

            "Securities" means the Common Securities and the Preferred
Securities.

            "Securities Act" means the Securities Act of 1933, as amended from
time to time or any successor legislation.

            "Special Event" has the meaning set forth in Annex I hereto.

            "Sponsor" means Textron Inc., a Delaware corporation, or any
successor entity in a merger, consolidation or amalgamation, in its capacity as
sponsor of the Trust.


                                       6
<PAGE>
            "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

            "Tax Event" has the meaning set forth in Annex I hereto.

            "10% in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of 10% or more of the aggregate liquidation amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

            "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

            "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

            "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities in the form of Exhibit C.


                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application.

                  (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

                  (b) The Institutional Trustee shall be the only Trustee which
is a Trustee for the purposes of the Trust Indenture Act.


                                       7
<PAGE>
                  (c) If and to the extent that any provision of this
Declaration limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

                  (d) The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

SECTION 2.2 Lists of Holders of Securities.

                  (a) Each of the Sponsor and the Regular Trustees on behalf of
the Trust shall provide the Institutional Trustee (i) within 14 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date, PROVIDED
THAT neither the Sponsor nor the Regular Trustees on behalf of the Trust shall
be obligated to provide such List of Holders at any time the List of Holders
does not differ from the most recent List of Holders given to the Institutional
Trustee by the Sponsor and the Regular Trustees on behalf of the Trust, and (ii)
at any other time, within 30 days of receipt by the Trust of a written request
for a List of Holders as of a date no more than 14 days before such List of
Holders is given to the Institutional Trustee. The Institutional Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity) PROVIDED THAT the Institutional
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

                  (b) The Institutional Trustee shall comply with its
obligations under Sections 311(a), 311(b) and 312(b) of the Trust
Indenture Act.

SECTION 2.3 Reports by the Institutional Trustee.

            Within 60 days after _____ of each year, the Institutional Trustee
shall provide to the Holders of the Preferred Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. The Institutional
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

SECTION 2.4 Periodic Reports to Institutional Trustee.

            Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.


                                       8
<PAGE>
SECTION 2.5 Evidence of Compliance with Conditions Precedent.

            Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6 Events of Default; Waiver.

                  (a) The Holders of a Majority in liquidation amount of
Preferred Securities may, by vote, on behalf of the Holders of all of the
Preferred Securities, waive any past Event of Default in respect of the
Preferred Securities and its consequences, PROVIDED THAT, if the underlying
Event of Default under the Indenture:

                        (i) is not waivable under the Indenture, the Event of
      Default under the Declaration shall also not be waivable; or

                        (ii) requires the consent or vote of greater than a
      majority in principal amount of the holders of the Debentures (a "Super
      Majority") to be waived under the Indenture, the Event of Default under
      the Declaration may only be waived by the vote of the Holders of at least
      the proportion in liquidation amount of the Preferred Securities that the
      relevant Super Majority represents of the aggregate principal amount of
      the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

                  (b) The Holders of a Majority in liquidation amount of the
Common Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, PROVIDED THAT, if the underlying Event of
Default under the Indenture:


                                       9
<PAGE>
                        (i) is not waivable under the Indenture, except where
      the Holders of the Common Securities are deemed to have waived such Event
      of Default under the Declaration as provided below in this Section 2.6(b),
      the Event of Default under the Declaration shall also not be waivable; or

                        (ii) requires the consent or vote of a Super Majority to
      be waived, except where the Holders of the Common Securities are deemed to
      have waived such Event of Default under the Declaration as provided below
      in this Section 2.6(b), the Event of Default under the Declaration may
      only be waived by the vote of the Holders of at least the proportion in
      liquidation amount of the Common Securities that the relevant Super
      Majority represents of the aggregate principal amount of the Debentures
      outstanding;

PROVIDED FURTHER, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Institutional Trustee will be deemed to be acting solely on behalf of the
Holders of the Preferred Securities and only the Holders of the Preferred
Securities will have the right to direct the Institutional Trustee in accordance
with the terms of the Securities. The foregoing provisions of this Section
2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

                  (c) A waiver of an Event of Default under the Indenture by the
Institutional Trustee at the direction of the Holders of the Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Declaration. The foregoing provisions of this Section 2.6(c) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7 Event of Default; Notice.

                  (a) The Institutional Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Securities, notices of all defaults with respect
to the Securities actually known to a Responsible Officer of the Institutional
Trustee, unless such defaults have been cured before the giving of such notice
(the term "defaults" for the purposes of this Section 2.7(a) being hereby
defined to be an Event of Default as defined in the Indenture, not including any
periods of grace provided for therein and irrespective of the giving of any
notice provided therein); PROVIDED THAT, except for a


                                       10
<PAGE>
default in the payment of principal of (or premium, if any) or interest on any
of the Debentures or in the payment of any sinking fund installment established
for the Debentures, the Institutional Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Institutional Trustee
in good faith determines that the withholding of such notice is in the interests
of the Holders of the Securities.

                  (b) The Institutional Trustee shall not be deemed to have
knowledge of any default except:

                        (i) a default under Sections ____ and ____ of the
      Indenture; or

                        (ii) any default as to which the Institutional Trustee
      shall have received written notice or of which a Responsible Officer of
      the Institutional Trustee charged with the administration of the
      Declaration shall have actual knowledge.


                                  ARTICLE III

                                  ORGANIZATION

SECTION 3.1 Name.

            The Trust is named "Textron Capital __," as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of Securities. The Trust's activities may be conducted under the
name of the Trust or any other name deemed advisable by the Regular Trustees.

SECTION 3.2 Office.

            The address of the principal office of the Trust is c/o Textron
Inc., 40 Westminster Street, Providence, Rhode Island 02903. On ten Business
Days written notice to the Holders of Securities, the Regular Trustees may
designate another principal office.

SECTION 3.3 Purpose.

            The exclusive purposes and functions of the Trust are (a) to issue
and sell Securities and use the proceeds from such sale to acquire the
Debentures, and (b) except as otherwise limited herein, to engage in only those
other activities necessary, or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.


                                       11
<PAGE>
SECTION 3.4 Authority.

            Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Institutional Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

SECTION 3.5 Title to Property of the Trust.

            Except as provided in Section 3.8 with respect to the Debentures and
the Institutional Trustee Account or as otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The Holders
shall not have legal title to any part of the assets of the Trust, but shall
have an undivided beneficial interest in the assets of the Trust.

SECTION 3.6 Powers and Duties of the Regular Trustees.

            The Regular Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

                  (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; PROVIDED, HOWEVER, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, PROVIDED FURTHER, that there shall be no
interests in the Trust other than the Securities, and the issuance of Securities
shall be limited to a _____, simultaneous issuance of both Preferred Securities
and Common Securities on ____ Closing Date;

                  (b) in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                        (i) execute and file with the Commission the
      registration statement on Form S-3 prepared by the Sponsor, including any
      amendments thereto, pertaining to the Preferred Securities;

                        (ii) execute and file any documents prepared by the
      Sponsor, or take any acts as determined by the Sponsor to be necessary in
      order to qualify or register all or part of the Preferred Securities in
      any State in which the Sponsor has determined to qualify or register such
      Preferred Securities for sale;

                        (iii) execute and file an application, prepared by the
      Sponsor, to the New York Stock Exchange, Inc. or any other national stock


                                       12
<PAGE>
      exchange or the Nasdaq Stock Market's National Market for listing upon
      notice of issuance of any Preferred Securities;

                        (iv) execute and file with the Commission a registration
      statement on Form 8-A, including any amendments thereto, prepared by the
      Sponsor, relating to the registration of the Preferred Securities under
      Section 12(b) of the Exchange Act; and

                        (v) execute and enter into the Underwriting Agreement
      and Pricing Agreement providing for the sale of the Preferred Securities;

                  (c) to acquire the Debentures with the proceeds of the sale of
the Preferred Securities and the Common Securities; provided, however, that the
Regular Trustees shall cause legal title to the Debentures to be held of record
in the name of the Institutional Trustee for the benefit of the Holders of the
Preferred Securities and the Holders of Common Securities;

                  (d) to give the Sponsor and the Institutional Trustee prompt
written notice of the occurrence of a Special Event; PROVIDED THAT the Regular
Trustees shall consult with the Sponsor and the Institutional Trustee before
taking or refraining from taking any Ministerial Action in relation to a Special
Event;

                  (e) to establish a record date with respect to all actions to
be taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

                  (f) to take all actions and perform such duties as may be
required of the Regular Trustees pursuant to the terms of the Securities;

                  (g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Institutional
Trustee has the exclusive power to bring such Legal Action;

                  (h) to employ or otherwise engage employees and agents (who
may be designated as officers with titles) and managers, contractors, advisors,
and consultants and pay reasonable compensation for such services;

                  (i) to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

                  (j) to give the certificate required by Section 314(a)(4) of
the Trust Indenture Act to the Institutional Trustee, which certificate may be
executed by any Regular Trustee;


                                       13
<PAGE>
                  (k) to incur expenses that are necessary or incidental to
carry out any of the purposes of the Trust;

                  (l) to act as, or appoint another Person to act as, registrar
and transfer agent for the Securities;

                  (m) to give prompt written notice to the Holders of the
Securities of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Indenture;

                  (n) to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing;

                  (o) to take all action that may be necessary or appropriate
for the preservation and the continuation of the Trust's valid existence,
rights, franchises and privileges as a statutory business trust under the laws
of the State of Delaware and of each other jurisdiction in which such existence
is necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

                  (p) to take any action, not inconsistent with this Declaration
or with applicable law, that the Regular Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:

                        (i) causing the Trust not to be deemed to be an
      Investment Company required to be registered under the Investment Company
      Act;

                        (ii) causing the Trust to be classified for United
      States federal income tax purposes as a grantor trust; and

                        (iii) cooperating with the Debenture Issuer to ensure
      that the Debentures will be treated as indebtedness of the Debenture
      Issuer for United States federal income tax purposes,

PROVIDED THAT such action does not adversely affect the interests of Holders;
and

                  (q) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Regular Trustees, on behalf of
the Trust.

            The Regular Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.


                                       14
<PAGE>
            Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Institutional Trustee set forth in Section
3.8.

            Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.

                  (a) The Trust shall not, and the Trustees (including the
Institutional Trustee) shall not, engage in any activity other than as required
or authorized by this Declaration. In particular, the Trust shall not and the
Trustees (including the Institutional Trustee) shall cause the Trust not to:

                        (i) invest any proceeds received by the Trust from
      holding the Debentures, but shall distribute all such proceeds to Holders
      of Securities pursuant to the terms of this Declaration and of the
      Securities;

                        (ii) acquire any assets other than as expressly provided
      herein;

                        (iii) possess Trust property for other than a Trust
      purpose;

                        (iv) make any loans or incur any indebtedness other than
      loans represented by the Debentures;

                        (v) possess any power or otherwise act in such a way as
      to vary the Trust assets or the terms of the Securities in any way
      whatsoever;

                        (vi) issue any securities or other evidences of
      beneficial ownership of, or beneficial interest in, the Trust other than
      the Securities; or

                        (vii) other than as provided in this Amended and
      Restated Declaration or Annex I, (A) direct the time, method and place of
      exercising any trust or power conferred upon the Debenture Trustee with
      respect to the Debentures, (B) waive any past default that is waivable
      under the Indenture, (C) exercise any right to rescind or annul any
      declaration that the principal of all the Debentures shall be due and
      payable, or (D) consent to any amendment, modification or termination of
      the Indenture or the Debentures where such consent shall be required
      unless the Trust shall have received an opinion of counsel to the effect
      that such modification will not cause more than an insubstantial risk that
      for United States federal income tax purposes the Trust will not be
      classified as a grantor trust.


                                       15
<PAGE>
SECTION 3.8 Powers and Duties of the Institutional Trustee.

                  (a) The legal title to the Debentures shall be owned by and
held of record in the name of the Institutional Trustee in trust for the benefit
of the Holders of the Securities. The right, title and interest of the
Institutional Trustee to the Debentures shall vest automatically in each Person
who may hereafter be appointed as Institutional Trustee in accordance with
Section 5.6. Such vesting and cessation of title shall be effective whether or
not conveyancing documents with regard to the Debentures have been executed and
delivered.

                  (b) The Institutional Trustee shall not transfer its right,
title and interest in the Debentures to the Regular Trustees or to the Delaware
Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

                  (c) The Institutional Trustee shall:

                        (i) establish and maintain a segregated non-interest
      bearing trust account (the "Institutional Trustee Account") in the name of
      and under the exclusive control of the Institutional Trustee on behalf of
      the Holders of the Securities and, upon the receipt of payments of funds
      made in respect of the Debentures held by the Institutional Trustee,
      deposit such funds into the Institutional Trustee Account and make
      payments to the Holders of the Preferred Securities and Holders of the
      Common Securities from the Institutional Trustee Account in accordance
      with Section 6.1. Funds in the Institutional Trustee Account shall be held
      uninvested until disbursed in accordance with this Declaration. The
      Institutional Trustee Account shall be an account that is maintained with
      a banking institution the rating on whose long-term unsecured indebtedness
      is at least equal to the rating assigned to the Preferred Securities by a
      "nationally recognized statistical rating organization", as that term is
      defined for purposes of Rule 436(g)(2) under the Securities Act;

                        (ii) engage in such ministerial activities as shall be
      necessary or appropriate to effect the redemption of the Preferred
      Securities and the Common Securities to the extent the Debentures are
      redeemed or mature; and

                        (iii) upon written notice of distribution issued by the
      Regular Trustees in accordance with the terms of the Securities, engage in
      such ministerial activities as shall be necessary or appropriate to effect
      the distribution of the Debentures to Holders of Securities upon the
      occurrence of certain special events (as may be defined in the terms of
      the Securities) arising from a change in law or a change in legal
      interpretation or other specified circumstances pursuant to the terms of
      the Securities.

                  (d) The Institutional Trustee shall take all actions and
perform such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities.


                                       16
<PAGE>
                  (e) The Institutional Trustee shall take any Legal Action
which arises out of or in connection with an Event of Default of which a
Responsible Officer of the Institutional Trustee has actual knowledge or the
Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act.

                  (f) The Institutional Trustee shall not resign as a Trustee
unless either:

                        (i) the Trust has been completely liquidated and the
      proceeds of the liquidation distributed to the Holders of Securities
      pursuant to the terms of the Securities; or

                        (ii) a Successor Institutional Trustee has been
      appointed and has accepted that appointment in accordance with Section
      5.6.

                  (g) The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Debentures
under the Indenture and, if an Event of Default actually known to a Responsible
Officer of the Institutional Trustee occurs and is continuing, the Institutional
Trustee shall, for the benefit of Holders of the Securities, enforce its rights
as holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.

                  (h) The Institutional Trustee may authorize one or more
Persons (each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all securities and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act. Any Paying Agent may be removed by the Institutional Trustee at any time
and a successor Paying Agent or additional Paying Agents may be appointed at any
time by the Institutional Trustee.

                  (i) Subject to this Section 3.8, the Institutional Trustee
shall have none of the duties, liabilities, powers or the authority of the
Regular Trustees set forth in Section 3.6.

            The Institutional Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Institutional Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.3.

SECTION 3.9 Certain Duties and Responsibilities of the Institutional Trustee.

                  (a) The Institutional Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Declaration and no implied covenants shall be read into this
Declaration against the Institutional Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Institutional Trustee has actual knowledge, the
Institutional Trustee


                                       17
<PAGE>
shall exercise such of the rights and powers vested in it by this Declaration,
and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

                  (b) No provision of this Declaration shall be construed to
relieve the Institutional Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

                        (i) prior to the occurrence of an Event of Default and
      after the curing or waiving of all such Events of Default that may have
      occurred:

                                  (A) the duties and obligations of the
                        Institutional Trustee shall be determined solely by the
                        express provisions of this Declaration and the
                        Institutional Trustee shall not be liable except for
                        the performance of such duties and obligations as are
                        specifically set forth in this Declaration, and no
                        implied covenants or obligations shall be read into
                        this Declaration against the Institutional Trustee; and

                                  (B) in the absence of bad faith on the part
                        of the Institutional Trustee, the Institutional Trustee
                        may conclusively rely, as to the truth of the
                        statements and the correctness of the opinions
                        expressed therein, upon any certificates or opinions
                        furnished to the Institutional Trustee and conforming
                        to the requirements of this Declaration; but in the
                        case of any such certificates or opinions that by any
                        provision hereof are specifically required to be
                        furnished to the Institutional Trustee, the
                        Institutional Trustee shall be under a duty to examine
                        the same to determine whether or not they conform to
                        the requirements of this Declaration;

                        (ii) the Institutional Trustee shall not be liable for
      any error of judgment made in good faith by a Responsible Officer of the
      Institutional Trustee, unless it shall be proved that the Institutional
      Trustee was negligent in ascertaining the pertinent facts;

                        (iii) the Institutional Trustee shall not be liable with
      respect to any action taken or omitted to be taken by it in good faith in
      accordance with the direction of the Holders of not less than a Majority
      in liquidation amount of the Securities relating to the time, method and
      place of conducting any proceeding for any remedy available to the
      Institutional Trustee, or exercising any trust or power conferred upon the
      Institutional Trustee under this Declaration;

                        (iv) no provision of this Declaration shall require the
      Institutional Trustee to expend or risk its own funds or otherwise incur
      personal financial liability in the performance of any of its duties or in
      the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that the repayment of such funds or liability is not
      reasonably assured to it under the terms


                                       18
<PAGE>
      of this Declaration or indemnity reasonably satisfactory to the
      Institutional Trustee against such risk or liability is not reasonably
      assured to it;

                        (v) the Institutional Trustee's sole duty with respect
      to the custody, safe keeping and physical preservation of the Debentures
      and the Institutional Trustee Account shall be to deal with such property
      in a similar manner as the Institutional Trustee deals with similar
      property for its own account, subject to the protections and limitations
      on liability afforded to the Institutional Trustee under this Declaration
      and the Trust Indenture Act;

                        (vi) the Institutional Trustee shall have no duty or
      liability for or with respect to the value, genuineness, existence or
      sufficiency of the Debentures or the payment of any taxes or assessments
      levied thereon or in connection therewith;

                        (vii) the Institutional Trustee shall not be liable for
      any interest on any money received by it except as it may otherwise agree
      with the Sponsor. Money held by the Institutional Trustee need not be
      segregated from other funds held by it except in relation to the
      Institutional Trustee Account maintained by the Institutional Trustee
      pursuant to Section 3.8(c)(i) and except to the extent otherwise required
      by law; and

                        (viii) the Institutional Trustee shall not be
      responsible for monitoring the compliance by the Regular Trustees or the
      Sponsor with their respective duties under this Declaration, nor shall the
      Institutional Trustee be liable for any default or misconduct of the
      Regular Trustees or the Sponsor.

SECTION 3.10 Certain Rights of Institutional Trustee.

                  (a) Subject to the provisions of Section 3.9:

                        (i) the Institutional Trustee may conclusively rely and
      shall be fully protected in acting or refraining from acting upon any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, direction, consent, order, bond, debenture, note, other evidence
      of indebtedness or other paper or document believed by it to be genuine
      and to have been signed, sent or presented by the proper party or parties;

                        (ii) any direction or act of the Sponsor or the Regular
      Trustees contemplated by this Declaration shall be sufficiently evidenced
      by a Direction or an Officers' Certificate;

                        (iii) whenever in the administration of this
      Declaration, the Institutional Trustee shall deem it desirable that a
      matter be proved or established before taking, suffering or omitting any
      action hereunder, the Institutional Trustee (unless other evidence is
      herein specifically prescribed) may,


                                       19
<PAGE>
      in the absence of bad faith on its part, request and conclusively rely
      upon an Officers' Certificate which, upon receipt of such request, shall
      be promptly delivered by the Sponsor or the Regular Trustees;

                        (iv) the Institutional Trustee shall have no duty to see
      to any recording, filing or registration of any instrument (including any
      financing or continuation statement or any filing under tax or securities
      laws) or any rerecording, refiling or registration thereof;

                        (v) the Institutional Trustee may consult with counsel
      or other experts and the advice or opinion of such counsel and experts
      with respect to legal matters or advice within the scope of such experts'
      area of expertise shall be full and complete authorization and protection
      in respect of any action taken, suffered or omitted by it hereunder in
      good faith and in accordance with such advice or opinion, such counsel may
      be counsel to the Sponsor or any of its Affiliates, and may include any of
      its employees. The Institutional Trustee shall have the right at any time
      to seek instructions concerning the administration of this Declaration
      from any court of competent jurisdiction;

                        (vi) the Institutional Trustee shall be under no
      obligation to exercise any of the rights or powers vested in it by this
      Declaration at the request or direction of any Holder, unless such Holder
      shall have provided to the Institutional Trustee security and indemnity,
      reasonably satisfactory to the Institutional Trustee, against the costs,
      expenses (including attorneys' fees and expenses and the expenses of the
      Institutional Trustee's agents, nominees or custodians) and liabilities
      that might be incurred by it in complying with such request or direction,
      including such reasonable advances as may be requested by the
      Institutional Trustee provided, that, nothing contained in this Section
      3.10(a)(vi) shall be taken to relieve the Institutional Trustee, upon the
      occurrence of an Event of Default, of its obligation to exercise the
      rights and powers vested in it by this Declaration;

                        (vii) the Institutional Trustee shall not be bound to
      make any investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document, but the Institutional Trustee, in
      its discretion, may make such further inquiry or investigation into such
      facts or matters as it may see fit;

                        (viii) the Institutional Trustee may execute any of the
      trusts or powers hereunder or perform any duties hereunder either directly
      or by or through agents, custodians, nominees or attorneys and the
      Institutional Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder;


                                       20
<PAGE>
                        (ix) any action taken by the Institutional Trustee or
      its agents hereunder shall bind the Trust and the Holders of the
      Securities, and the signature of the Institutional Trustee or its agents
      alone shall be sufficient and effective to perform any such action and no
      third party shall be required to inquire as to the authority of the
      Institutional Trustee to so act or as to its compliance with any of the
      terms and provisions of this Declaration, both of which shall be
      conclusively evidenced by the Institutional Trustee's or its agent's
      taking such action;

                        (x) whenever in the administration of this Declaration
      the Institutional Trustee shall deem it desirable to receive instructions
      with respect to enforcing any remedy or right or taking any other action
      hereunder, the Institutional Trustee (i) may request instructions from the
      Holders of the Securities which instructions may only be given by the
      Holders of the same proportion in liquidation amount of the Securities as
      would be entitled to direct the Institutional Trustee under the terms of
      the Securities in respect of such remedy, right or action, (ii) may
      refrain from enforcing such remedy or right or taking such other action
      until such instructions are received, and (iii) shall be protected in
      conclusively relying on or acting in or accordance with such instructions;
      and

                        (xi) except as otherwise expressly provided by this
      Declaration, the Institutional Trustee shall not be under any obligation
      to take any action that is discretionary under the provisions of this
      Declaration.

                  (b) No provision of this Declaration shall be deemed to impose
any duty or obligation on the Institutional Trustee to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Institutional
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Institutional
Trustee shall be construed to be a duty.

SECTION 3.11 Delaware Trustee.

            Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Regular Trustees or the Institutional Trustee described in this Declaration.
Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Business Trust Act.


                                       21
<PAGE>
SECTION 3.12 Execution of Documents.

            Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business Trust Act, a majority of or, if there are
only two, any Regular Trustee or, if there is only one, such Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to Section 3.6;
PROVIDED THAT, the registration statement referred to in Section 3.6(b)(i),
including any amendments thereto, shall be signed by all of the Regular
Trustees.


                                       22
<PAGE>
SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.

            The recitals contained in this Declaration and the Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

SECTION 3.14 Duration of Trust.

            The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have existence for fifty-five (55) years from the Closing
Date.

SECTION 3.15 Mergers.

                  (a) The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c).

                  (b) The Trust may, with the consent of the Regular Trustees
or, if there are more than two, a majority of the Regular Trustees and without
the consent of the Holders of the Securities, the Delaware Trustee or the
Institutional Trustee, consolidate, amalgamate, merge with or into, or be
replaced by a trust organized as such under the laws of any State; PROVIDED
THAT:

                        (i) such successor entity (the "Successor Entity")
      either:

                            (A) expressly assumes all of the obligations of the
            Trust under the Securities; or

                            (B) substitutes for the Securities other securities
            having substantially the same terms as the Preferred Securities (the
            "Successor Securities") so long as the Successor Securities rank the
            same as the Preferred Securities rank with respect to Distributions
            and payments upon liquidation, redemption and otherwise;

                        (ii) the Debenture Issuer expressly acknowledges a
      trustee of the Successor Entity that possesses the same powers and duties
      as the Institutional Trustee as the Holder of the Debentures;

                        (iii) the Preferred Securities or any Successor
      Securities are listed, or any Successor Securities will be listed upon
      notification of issuance, on any national securities exchange or with any
      other organization on which the Preferred Securities are then listed or
      quoted;


                                       23
<PAGE>
                        (iv) such merger, consolidation, amalgamation or
      replacement does not cause the Preferred Securities (including any
      Successor Securities) to be downgraded by any nationally recognized
      statistical rating organization;

                        (v) such merger, consolidation, amalgamation or
      replacement does not adversely affect the rights, preferences and
      privileges of the Holders of the Securities (including any Successor
      Securities) in any material respect (other than with respect to any
      dilution of such Holders' interests in the Preferred Securities as a
      result of such merger, consolidation, amalgamation or replacement);

                        (vi) such Successor Entity has a purpose identical to
      that of the Trust;

                        (vii) prior to such merger, consolidation, amalgamation
      or replacement, the Sponsor has received an opinion of a nationally
      recognized independent counsel to the Trust experienced in such matters to
      the effect that:

                            (A) such merger, consolidation, amalgamation or
            replacement does not adversely affect the rights, preferences and
            privileges of the Holders of the Securities (including any Successor
            Securities) in any material respect (other than with respect to any
            dilution of the Holders' interest in the new entity); and

                            (B) following such merger, consolidation,
            amalgamation or replacement, neither the Trust nor the Successor
            Entity will be required to register as an Investment Company;

                            (C) following such merger, consolidation,
            amalgamation or replacement, the Trust (or the Successor Entity)
            will continue to be classified as a grantor trust for United States
            federal income tax purposes; and

                        (viii)the Sponsor guarantees the obligations of such
      Successor Entity under the Successor Securities at least to the extent
      provided by the Preferred Securities Guarantee.

                  (c) Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.


                                       24
<PAGE>
                                   ARTICLE IV

                                     SPONSOR

SECTION 4.1 Sponsor's Purchase of Common Securities.

            On the Closing Date the Sponsor will purchase all of the Common
Securities issued by the Trust, in an amount at least equal to 3% of the capital
of the Trust, at the same time as the Preferred Securities are sold.

SECTION 4.2 Responsibilities of the Sponsor.

            In connection with the issue and sale of the Preferred Securities,
the Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the Preferred Securities,
including any amendments thereto;

                  (b) to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution
and filing any documents to be executed and filed by the Trust, as the Sponsor
deems necessary or advisable in order to comply with the applicable laws of any
such States;

                  (c) to prepare for filing by the Trust an application to the
New York Stock Exchange or any other national stock exchange or the Nasdaq
National Market for listing upon notice of issuance of any Preferred Securities;

                  (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12(b) of the Exchange Act, including any amendments
thereto; and

                  (e) to negotiate the terms of the Underwriting Agreement and
Pricing Agreement providing for the sale of the Preferred Securities.


                                       25
<PAGE>
                                   ARTICLE V

                                    TRUSTEES

SECTION 5.1 Number of Trustees.

            The number of Trustees initially shall be three (3), and:

                  (a) at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of Trustees;
and

                  (b) after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities,

PROVIDED THAT, if the Institutional Trustee does not also act as Delaware
Trustee, the number of Trustees shall be at least three (3).

SECTION 5.2 Delaware Trustee.

            If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

                  (a) a natural person who is a resident of the State of
Delaware; or

                  (b) if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law,

PROVIDED THAT, if the Institutional Trustee has its principal place of business
in the State of Delaware and otherwise meets the requirements of applicable law,
then the Institutional Trustee shall also be the Delaware Trustee and Section
3.11 shall have no application.

SECTION 5.3 Institutional Trustee; Eligibility.

                  (a) There shall at all times be one Trustee which shall act as
Institutional Trustee which shall:

                        (i) not be an Affiliate of the Sponsor;

                        (ii) be a corporation organized and doing business under
      the laws of the United States of America or any State or Territory thereof
      or of the District of Columbia, or a corporation or Person permitted by
      the Commission to act as an institutional trustee under the Trust
      Indenture Act, authorized under such laws to exercise corporate trust
      powers, having a combined capital and surplus of at least 50 million U.S.
      dollars ($50,000,000), and subject to supervision or examination by
      Federal, State, Territorial or District of Columbia


                                       26
<PAGE>
      authority. If such corporation publishes reports of condition at least
      annually, pursuant to law or to the requirements of the supervising or
      examining authority referred to above, then for the purposes of this
      Section 5.3(a)(ii), the combined capital and surplus of such corporation
      shall be deemed to be its combined capital and surplus as set forth in its
      most recent report of condition so published; and

                        (iii) if the Trust is excluded from the definition of an
      Investment Company solely by means of Rule 3a-7 and to the extent Rule
      3a-7 requires a trustee having certain qualifications to hold title to the
      "eligible assets" of the Trust, the Institutional Trustee shall possess
      those qualifications.

                  (b) If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
5.6(c).

                  (c) If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Institutional Trustee and the Holder of the Common Securities
(as if it were the obligor referred to in Section 310(b) of the Trust Indenture
Act) shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.

                  (d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

SECTION 5.4 Qualifications of Regular Trustees and Delaware Trustee Generally.

            Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

SECTION 5.5 Initial Trustees.

            The initial Regular Trustees shall be:

                    ________________

                    ________________

            The initial Delaware Trustee shall be:

                    The Bank of New York (Delaware)
                    White Clay Center Route 273
                    Newark, Delaware  19711


                                       27
<PAGE>
            The initial Institutional Trustee shall be:

                    The Bank of New York
                    One Wall Street
                    New York, New York  10286

SECTION 5.6 Appointment, Removal and Resignation of Trustees.

                  (a) Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:

                        (i) until the issuance of any Securities, by written
      instrument executed by the Sponsor; and

                        (ii) after the issuance of any Securities, by vote of
      the Holders of a Majority in liquidation amount of the Common Securities
      voting as a class at a meeting of the Holders of the Common Securities.

                  (b) (i) The Trustee that acts as Institutional Trustee shall
not be removed in accordance with Section 5.6(a) until a Successor Institutional
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Institutional Trustee and delivered to the
Regular Trustees and the Sponsor; and

                        (ii) the Trustee that acts as Delaware Trustee shall not
      be removed in accordance with this Section 5.6(a) until a successor
      Trustee possessing the qualifications to act as Delaware Trustee under
      Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed
      and has accepted such appointment by written instrument executed by such
      Successor Delaware Trustee and delivered to the Regular Trustees and the
      Sponsor.

                  (c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; PROVIDED, HOWEVER,
that:

                        (i) No such resignation of the Trustee that acts as the
      Institutional Trustee shall be effective:

                            (A) until a Successor Institutional Trustee has been
            appointed and has accepted such appointment by instrument executed
            by such Successor Institutional Trustee and delivered to the Trust,
            the Sponsor and the resigning Institutional Trustee; or

                            (B) until the assets of the Trust have been
            completely liquidated and the proceeds thereof distributed to the
            holders of the Securities; and


                                       28
<PAGE>
                        (ii) no such resignation of the Trustee that acts as the
      Delaware Trustee shall be effective until a Successor Delaware Trustee has
      been appointed and has accepted such appointment by instrument executed by
      such Successor Delaware Trustee and delivered to the Trust, the Sponsor
      and the resigning Delaware Trustee.

                  (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with this
Section 5.6.

                  (e) If no Successor Institutional Trustee or Successor
Delaware Trustee shall have been appointed and accepted appointment as provided
in this Section 5.6 within 60 days after delivery to the Sponsor and the Trust
of an instrument of resignation, the resigning Institutional Trustee or Delaware
Trustee, as applicable, may petition any court of competent jurisdiction for
appointment of a Successor Institutional Trustee or Successor Delaware Trustee.
Such court may thereupon, after prescribing such notice, if any, as it may deem
proper and prescribe, appoint a Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be.

                  (f) No Institutional Trustee or Delaware Trustee shall be
liable for the acts or omissions to act of any Successor Institutional Trustee
or successor Delaware Trustee, as the case may be.

SECTION 5.7 Vacancies Among Trustees.

            If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.6.

SECTION 5.8 Effect of Vacancies.

            The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul the Trust. Whenever a vacancy in the number
of Regular Trustees shall occur, until such vacancy is filled by the appointment
of a Regular Trustee in accordance with Section 5.6, the Regular Trustees in
office, regardless of their number, shall have all the powers granted to the
Regular Trustees and shall discharge all the duties imposed upon the Regular
Trustees by this Declaration.


                                       29
<PAGE>
SECTION 5.9 Meetings.

            If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours before such meeting. Notice of any telephonic meetings of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before a meeting. Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting. The presence (whether
in person or by telephone) of a Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Regular Trustees may
be taken at a meeting by vote of a majority of the Regular Trustees present
(whether in person or by telephone) and eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the unanimous
written consent of the Regular Trustees. In the event there is only one Regular
Trustee, any and all action of such Regular Trustee shall be evidenced by a
written consent of such Regular Trustee.

SECTION 5.10      Delegation of Power.

                  (a) Any Regular Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

                  (b) the Regular Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Regular Trustees or otherwise as the Regular Trustees
may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.


SECTION 5.11 Merger, Conversion, Consolidation or Succession to Business.

            Any corporation into which the Institutional Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Institutional Trustee or
the


                                       30
<PAGE>
Delaware Trustee, as the case may be, shall be the successor of the
Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.


                                   ARTICLE VI

                                  DISTRIBUTIONS

SECTION 6.1 Distributions.

            Holders shall receive Distributions (as defined herein) in
accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Preferred Securities and the Common
Securities in accordance with the preferences set forth in their respective
terms. If and to the extent that the Debenture Issuer makes a payment of
interest (including Compounded Interest (as defined in the Indenture) and
Additional Interest (as defined in the Indenture)), premium and/or principal on
the Debentures held by the Institutional Trustee (the amount of any such payment
being a "Payment Amount"), the Institutional Trustee shall and is directed, to
the extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders.


                                  ARTICLE VII

                             ISSUANCE OF SECURITIES

SECTION 7.1 General Provisions Regarding Securities.

                  (a) The Regular Trustees shall on behalf of the Trust issue
one class of preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities.") The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

                  (b) The Certificates shall be signed on behalf of the Trust by
a Regular Trustee. Such signature shall be the manual signature of any present
or any future Regular Trustee. In case any Regular Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Regular Trustee
before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be


                                       31
<PAGE>
the Regular Trustees of the Trust, although at the date of the execution and
delivery of the Declaration any such person was not such a Regular Trustee.
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Regular Trustees, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements as
the Regular Trustees may deem appropriate, or as may be required to comply with
any law or with any rule or regulation of any stock exchange on which Securities
may be listed, or to conform to usage.

                  (c) The consideration received by the Trust for the issuance
of the Securities shall constitute a contribution to the capital of the Trust
and shall not constitute a loan to the Trust.

                  (d) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable.

                  (e) Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.


                                  ARTICLE VIII

                              TERMINATION OF TRUST

SECTION 8.1 Termination of Trust.

                  (a) The Trust shall terminate:

                        (i) upon the bankruptcy of the Holder of the Common
      Securities or the Sponsor;

                        (ii) upon the filing of a certificate of dissolution or
      its equivalent with respect to the Holder of the Common Securities or the
      Sponsor; the filing of a certificate of cancellation with respect to the
      Trust or the revocation of the Holder of the Common Securities or the
      Sponsor's charter and the expiration of 90 days after the date of
      revocation without a reinstatement thereof;

                        (iii) upon the entry of a decree of judicial dissolution
      of the Holder of the Common Securities, the Sponsor or the Trust;

                        (iv) when all of the Securities shall have been called
      for redemption and the amounts necessary for redemption thereof shall have
      been paid to the Holders in accordance with the terms of the Securities;


                                       32
<PAGE>
                        (v) upon the occurrence and continuation of a Special
      Event pursuant to which the Trust shall have been dissolved in accordance
      with the terms of the Securities and all of the Debentures endorsed
      thereon shall have been distributed to the Holders of Securities in
      exchange for all of the Securities; or

                        (vi) before the issuance of any Securities, with the
      consent of all of the Regular Trustees and the Sponsor.

                  (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

                  (c) The provisions of Section 3.9 and Article X shall survive
the termination of the Trust.


                                   ARTICLE IX

                              TRANSFER OF INTERESTS

SECTION 9.1 Transfer of Securities.

                  (a) Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

                  (b) Subject to this Article IX, Preferred Securities shall be
freely transferable.

                  (c) Subject to this Article IX, the Sponsor and any Related
Party may only transfer Common Securities to the Sponsor or a Related Party of
the Sponsor; provided that, any such transfer is subject to the condition
precedent that the transferor obtain the written opinion of nationally
recognized independent counsel experienced in such matters that such transfer
would not cause more than an insubstantial risk that:

                        (i) the Trust would not be classified for United States
      federal income tax purposes as a grantor trust; and

                        (ii) the Trust would be an Investment Company or the
      transferee would become an Investment Company.


                                       33
<PAGE>
SECTION 9.2 Transfer of Certificates.

            The Regular Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected without
charge but only upon payment (with such indemnity as the Regular Trustees may
require) in respect of any tax or other government charges that may be imposed
in relation to it. Upon surrender for registration of transfer of any
Certificate, the Regular Trustees shall cause one or more new Certificates to be
issued in the name of the designated transferee or transferees. Every
Certificate surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Regular Trustees duly
executed by the Holder or such Holder's attorney duly authorized in writing.
Each Certificate surrendered for registration of transfer shall be canceled by
the Regular Trustees. A transferee of a Certificate shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by
such transferee of a Certificate. By acceptance of a Certificate, each
transferee shall be deemed to have agreed to be bound by this Declaration.

SECTION 9.3 Deemed Security Holders.

            The Trustees may treat the Person in whose name any Certificate
shall be registered on the books and records of the Trust as the sole holder of
such Certificate and of the Securities represented by such Certificate for
purposes of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

SECTION 9.4 Book Entry Interests.

            Unless otherwise specified in the terms of the Preferred Securities,
the Preferred Securities Certificates, on original issuance, will be issued in
the form of one or more, fully registered, global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Preferred Security Beneficial Owner will
receive a definitive Preferred Security Certificate representing such Preferred
Security Beneficial Owner's interests in such Global Certificates, except as
provided in Section 9.7. Unless and until definitive, fully registered Preferred
Security Certificates (the "Definitive Preferred Security Certificates") have
been issued to the Preferred Security Beneficial Owners pursuant to Section 9.7:

                  (a) the provisions of this Section 9.4 shall be in full force
and effect;

                  (b) the Trust and the Trustees shall be entitled to deal with
the Clearing Agency for all purposes of this Declaration (including the payment
of Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to the Preferred
Security Beneficial Owners;


                                       34
<PAGE>
                  (c) to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

                  (d) the rights of the Preferred Security Beneficial Owners
shall be exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants and receive and transmit payments of Distributions on the Global
Certificates to such Clearing Agency Participants. DTC will make book entry
transfers among the Clearing Agency Participants.

SECTION 9.5 Notices to Clearing Agency.

         Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall give all
such notices and communications specified herein to be given to the Preferred
Security Holders to the Clearing Agency, and shall have no notice obligations to
the Preferred Security Beneficial Owners.

SECTION 9.6 Appointment of Successor Clearing Agency.

         If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Regular Trustees may,
in their sole discretion, appoint a successor Clearing Agency with respect to
such Preferred Securities.

SECTION 9.7 Definitive Preferred Security Certificates.

         If:

                  (a) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities and a successor
Clearing Agency is not appointed within 90 days after such discontinuance
pursuant to Section 9.6; or

                  (b) the Regular Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the Preferred Securities,

then:

                  (c) Definitive Preferred Security Certificates shall be
prepared by the Regular Trustees on behalf of the Trust with respect to such
Preferred Securities; and

                  (d) upon surrender of the Global Certificates by the Clearing
Agency, accompanied by registration instructions, the Regular Trustees shall
cause Definitive Certificates to be delivered to Preferred Security Beneficial
Owners in accordance with the instructions of the Clearing Agency. Neither the
Trustees nor the Trust shall be liable for any delay in delivery of


                                       35
<PAGE>
such instructions and each of them may conclusively rely on and shall be
protected in relying on, said instructions of the Clearing Agency. The
Definitive Preferred Security Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Preferred
Securities may be listed, or to conform to usage.

SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

                  If:

                  (a) any mutilated Certificates should be surrendered to the
Regular Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

                  (b) there shall be delivered to the Regular Trustees such
security or indemnity as may be required by them to keep each of them harmless.

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 9.8, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an ownership interest in the relevant Securities, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

                                   ARTICLE X

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1 Liability.

                  (a) Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not be:

                           (i) personally liable for the return of any portion
         of the capital contributions (or any return thereon) of the Holders of
         the Securities which shall be made solely from assets of the Trust; and


                                       36
<PAGE>
                           (ii) be required to pay to the Trust or to any Holder
         of Securities any deficit upon dissolution of the Trust or otherwise.

                  (b) The Holder of the Common Securities shall be liable for
all of the debts and obligations of the Trust (other than with respect to the
Securities) to the extent not satisfied out of the Trust's assets.

                  (c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

         SECTION 10.2 Exculpation.

                  (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence or
willful misconduct with respect to such acts or omissions.

                  (b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.

         SECTION 10.3 Fiduciary Duty.

                  (a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Institutional Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.

                  (b) Unless otherwise expressly provided herein:


                                       37
<PAGE>
                           (i) whenever a conflict of interest exists or arises
         between any Covered Persons; or

                           (ii) whenever this Declaration or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

                  (c) Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                           (i) in its "discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

                           (ii) in its "good faith" or under another express
         standard, the Indemnified Person shall act under such express standard
         and shall not be subject to any other or different standard imposed by
         this Declaration or by applicable law.

SECTION 10.4 Indemnification.

                  (a) (i) The Debenture Issuer shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner


                                       38
<PAGE>
which he reasonably believed to be in or not opposed to the best interests of
the Trust, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                           (ii) The Debenture Issuer shall indemnify, to the
         full extent permitted by law, any Company Indemnified Person who was or
         is a party or is threatened to be made a party to any threatened,
         pending or completed action or suit by or in the right of the Trust to
         procure a judgment in its favor by reason of the fact that he is or was
         a Company Indemnified Person against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection with the
         defense or settlement of such action or suit if he acted in good faith
         and in a manner he reasonably believed to be in or not opposed to the
         best interests of the Trust and except that no such indemnification
         shall be made in respect of any claim, issue or matter as to which such
         Company Indemnified Person shall have been adjudged to be liable to the
         Trust unless and only to the extent that the Court of Chancery of
         Delaware or the court in which such action or suit was brought shall
         determine upon application that, despite the adjudication of liability
         but in view of all the circumstances of the case, such person is fairly
         and reasonably entitled to indemnity for such expenses which such Court
         of Chancery or such other court shall deem proper.

                           (iii) To the extent that a Company Indemnified Person
         shall be successful on the merits or otherwise (including dismissal of
         an action without prejudice or the settlement of an action without
         admission of liability) in defense of any action, suit or proceeding
         referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in
         defense of any claim, issue or matter therein, he shall be indemnified,
         to the full extent permitted by law, against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

                           (iv) Any indemnification under paragraphs (i) and
         (ii) of this Section 10.4(a) (unless ordered by a court) shall be made
         by the Debenture Issuer only as authorized in the specific case upon a
         determination that indemnification of the Company Indemnified Person is
         proper in the circumstances because he has met the applicable standard
         of conduct set forth in paragraphs (i) and (ii). Such determination
         shall be made (1) by the Regular Trustees by a majority vote of a
         quorum consisting of such Regular Trustees who were not parties to such
         action, suit or proceeding, (2) if such a quorum is not obtainable, or,
         even if obtainable, if a quorum of disinterested Regular Trustees so
         directs, by independent legal counsel in a written opinion, or (3) by
         the Common Security Holder of the Trust.

                           (v) Expenses (including attorneys' fees) incurred by
         a Company Indemnified Person in defending a civil, criminal,
         administrative or investigative action, suit or proceeding referred to
         in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the
         Debenture Issuer in advance of the final disposition of such action,
         suit or proceeding upon receipt of an undertaking by or


                                       39
<PAGE>
         on behalf of such Company Indemnified Person to repay such amount if it
         shall ultimately be determined that he is not entitled to be
         indemnified by the Debenture Issuer as authorized in this Section
         10.4(a). Notwithstanding the foregoing, no advance shall be made by the
         Debenture Issuer if a determination is reasonably and promptly made (i)
         by the Regular Trustees by a majority vote of a quorum of disinterested
         Regular Trustees, (ii) if such a quorum is not obtainable, or, even if
         obtainable, if a quorum of disinterested Regular Trustees so directs,
         by independent legal counsel in a written opinion or (iii) the Common
         Security Holder of the Trust, that, based upon the facts known to the
         Regular Trustees, counsel or the Common Security Holder at the time
         such determination is made, such Company Indemnified Person acted in
         bad faith or in a manner that such person did not believe to be in or
         not opposed to the best interests of the Trust, or, with respect to any
         criminal proceeding, that such Company Indemnified Person believed or
         had reasonable cause to believe his conduct was unlawful. In no event
         shall any advance be made in instances where the Regular Trustees,
         independent legal counsel or Common Security Holder reasonably
         determine that such person deliberately breached his duty to the Trust
         or its Common or Preferred Security Holders.

                           (vi) The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other paragraphs of this
         Section 10.4(a) shall not be deemed exclusive of any other rights to
         which those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of stockholders or disinterested
         directors of the Debenture Issuer or Preferred Security Holders of the
         Trust or otherwise, both as to action in his official capacity and as
         to action in another capacity while holding such office. All rights to
         indemnification under this Section 10.4(a) shall be deemed to be
         provided by a contract between the Debenture Issuer and each Company
         Indemnified Person who serves in such capacity at any time while this
         Section 10.4(a) is in effect. Any repeal or modification of this
         Section 10.4(a) shall not affect any rights or obligations then
         existing.

                           (vii) The Debenture Issuer or the Trust may purchase
         and maintain insurance on behalf of any person who is or was a Company
         Indemnified Person against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the Debenture Issuer would have the power to
         indemnify him against such liability under the provisions of this
         Section 10.4(a).

                           (viii) For purposes of this Section 10.4(a),
         references to "the Trust" shall include, in addition to the resulting
         or surviving entity, any constituent entity (including any constituent
         of a constituent) absorbed in a consolidation or merger, so that any
         person who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of


                                       40
<PAGE>
         another entity, shall stand in the same position under the provisions
         of this Section 10.4(a) with respect to the resulting or surviving
         entity as he would have with respect to such constituent entity if its
         separate existence had continued.

                           (ix) The indemnification and advancement of expenses
         provided by, or granted pursuant to, this Section 10.4(a) shall, unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a Company Indemnified Person and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                  (b) The Debenture Issuer agrees to indemnify the (i)
Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the
Institutional Trustee and the Delaware Trustee, and (iv) any officers,
directors, shareholders, members, partners, employees, representatives,
custodians, nominees or agents of the Institutional Trustee and the Delaware
Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration or the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The obligation
to indemnify as set forth in this Section 10.4(b) shall survive the satisfaction
and discharge of this Declaration.

SECTION 10.5      Outside Businesses.

                  Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the
Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.


                                       41
<PAGE>
                                   ARTICLE XI

                                   ACCOUNTING

SECTION 11.1 Fiscal Year.

            The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

SECTION 11.2 Certain Accounting Matters.

                  (a) At all times during the existence of the Trust, the
Regular Trustees shall keep, or cause to be kept, full books of account, records
and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the accrual method of
accounting for United States federal income tax purposes. The books of account
and the records of the Trust shall be examined by and reported upon as of the
end of each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Regular Trustees.

                  (b) The Regular Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, within 90 days after the end of
each Fiscal Year of the Trust, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss;

                  (c) The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States federal
income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Regular Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

                  (d) The Regular Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Regular Trustees on behalf of the Trust with any state or local
taxing authority.

SECTION 11.3 Banking.

            The Trust shall maintain one or more bank accounts in the name and
for the sole benefit of the Trust; PROVIDED, HOWEVER, that all payments of funds
in respect of the Debentures held by the Institutional Trustee shall be made
directly to the Institutional Trustee Account and


                                       42
<PAGE>
no other funds of the Trust shall be deposited in the Institutional Trustee
Account. The sole signatories for such accounts shall be designated by the
Regular Trustees; provided, however, that the Institutional Trustee shall
designate the signatories for the Institutional Trustee Account.

SECTION 11.4 Withholding.

            The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any
claimed over withholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not withheld
from actual Distributions made, the Trust may reduce subsequent Distributions by
the amount of such withholding.

                                  ARTICLE XII

                             AMENDMENTS AND MEETINGS

SECTION 12.1 Amendments.

                  (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

                        (i) the Regular Trustees (or, if there are more than two
         Regular Trustees a majority of the Regular Trustees);

                        (ii) if the amendment affects the rights, powers,
         duties, obligations or immunities of the Institutional Trustee, the
         Institutional Trustee; and

                        (iii) if the amendment affects the rights, powers,
         duties, obligations or immunities of the Delaware Trustee, the Delaware
         Trustee;

                  (b) no amendment shall be made, and any such purported
amendment shall be void and ineffective:



                                       43
<PAGE>
                        (i) unless, in the case of any proposed amendment, the
         Institutional Trustee shall have first received an Officers'
         Certificate from each of the Trust and the Sponsor that such amendment
         is permitted by, and conforms to, the terms of this Declaration
         (including the terms of the Securities);

                        (ii) unless, in the case of any proposed amendment which
         affects the rights, powers, duties, obligations or immunities of the
         Institutional Trustee, the Institutional Trustee shall have first
         received:

                           (A) an Officers' Certificate from each of the Trust
                  and the Sponsor that such amendment is permitted by, and
                  conforms to, the terms of this Declaration (including the
                  terms of the Securities); and

                           (B) an opinion of counsel (who may be counsel to the
                  Sponsor or the Trust) that such amendment is permitted by, and
                  conforms to, the terms of this Declaration (including the
                  terms of the Securities); and

                        (iii) to the extent the result of such amendment would
         be to:

                           (A) cause the trust to fail to continue to be
                  classified for purposes of United States federal income
                  taxation as a grantor trust;

                           (B) reduce or otherwise adversely affect the powers
                  of the Institutional Trustee in contravention of the Trust
                  Indenture Act; or

                           (C) cause the Trust to be deemed to be an Investment
                  Company required to be registered under the Investment Company
                  Act;

                  (c) at such time after the Trust has issued any Securities
that remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

                  (d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

                  (e) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities and;

                  (f) the rights of the holders of the Common Securities under
Article V to increase or decrease the number of, and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities; and


                                       44
<PAGE>
                  (g) notwithstanding Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:

                       (i) cure any ambiguity;

                       (ii) correct or supplement any provision in this
         Declaration that may be defective or inconsistent with any other
         provision of this Declaration;

                       (iii) add to the covenants, restrictions or obligations
         of the Sponsor;

                       (iv) to conform to any change in Rule 3a-5 or written
         change in interpretation or application of Rule 3a-5 by any legislative
         body, court, government agency or regulatory authority which amendment
         does not have a material adverse effect on the right, preferences or
         privileges of the Holders; and

                       (v) to modify, eliminate and add to any provision of the
         Amended Declaration to such extent as may be necessary.

SECTION 12.2 Meetings of the Holders of Securities; Action by Written Consent.

                  (a) Meetings of the Holders of any class of Securities may be
called at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Security Certificates held by the Holders of Securities exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

                  (b) Except to the extent otherwise provided in the terms of
the Securities, the following provisions shall apply to meetings of Holders of
Securities:

                       (i) notice of any such meeting shall be given to all the
         Holders of Securities having a right to vote thereat at least 7 days
         and not more than 60 days before the date of such meeting. Whenever a
         vote, consent or approval of the Holders of Securities is permitted or
         required under this Declaration or the rules of any stock exchange on
         which the Preferred Securities are listed or admitted for trading, such
         vote, consent or approval may be given at a meeting of the Holders of
         Securities. Any action that may be taken at a meeting


                                       45
<PAGE>
         of the Holders of Securities may be taken without a meeting if a
         consent in writing setting forth the action so taken is signed by the
         Holders of Securities owning not less than the minimum amount of
         Securities in liquidation amount that would be necessary to authorize
         or take such action at a meeting at which all Holders of Securities
         having a right to vote thereon were present and voting. Prompt notice
         of the taking of action without a meeting shall be given to the Holders
         of Securities entitled to vote who have not consented in writing. The
         Regular Trustees may specify that any written ballot submitted to the
         Security Holder for the purpose of taking any action without a meeting
         shall be returned to the Trust within the time specified by the Regular
         Trustees;

                       (ii) each Holder of a Security may authorize any Person
         to act for it by proxy on all matters in which a Holder of Securities
         is entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of 11 months from the date thereof unless otherwise provided
         in the proxy. Every proxy shall be revocable at the pleasure of the
         Holder of Securities executing it. Except as otherwise provided herein,
         all matters relating to the giving, voting or validity of proxies shall
         be governed by the General Corporation Law of the State of Delaware
         relating to proxies, and judicial interpretations thereunder, as if the
         Trust were a Delaware corporation and the Holders of the Securities
         were stockholders of a Delaware corporation;

                       (iii) each meeting of the Holders of the Securities shall
         be conducted by the Regular Trustees or by such other Person that the
         Regular Trustees may designate; and

                       (iv) unless the Business Trust Act, this Declaration, the
         terms of the Securities, the Trust Indenture Act or the listing rules
         of any stock exchange on which the Preferred Securities are then listed
         or trading, otherwise provides, the Regular Trustees, in their sole
         discretion, shall establish all other provisions relating to meetings
         of Holders of Securities, including notice of the time, place or
         purpose of any meeting at which any matter is to be voted on by any
         Holders of Securities, waiver of any such notice, action by consent
         without a meeting, the establishment of a record date, quorum
         requirements, voting in person or by proxy or any other matter with
         respect to the exercise of any such right to vote.


                                       46
<PAGE>
                                  ARTICLE XIII

                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1 Representations and Warranties of Institutional Trustee.


         The Trustee that acts as initial Institutional Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Institutional Trustee represents and warrants to the Trust and
the Sponsor at the time of the Successor Institutional Trustee's acceptance of
its appointment as Institutional Trustee that:

                  (a) the Institutional Trustee is a national banking
association with trust powers, duly organized, validly existing and in good
standing under the laws of the United States, with trust power and authority to
execute and deliver, and to carry out and perform its obligations under the
terms of, the Declaration;

                  (b) the execution, delivery and performance by the
Institutional Trustee of the Declaration has been duly authorized by all
necessary corporate action on the part of the Institutional Trustee. The
Declaration has been duly executed and delivered by the Institutional Trustee,
and it constitutes a legal, valid and binding obligation of the Institutional
Trustee, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency, and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

                  (c) the execution, delivery and performance of the Declaration
by the Institutional Trustee does not conflict with or constitute a breach of
the Articles of Organization or By-laws of the Institutional Trustee; and

                  (d) no consent, approval or authorization of, or registration
with or notice to, any State or Federal banking authority is required for the
execution, delivery or performance by the Institutional Trustee, of the
Declaration.

SECTION 13.2 Representations and Warranties of Delaware Trustee.

            The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

                  (a) The Delaware Trustee is a Delaware banking corporation
with trust powers, duly organized, validly existing and in good standing under
the laws of the State of Delaware, with trust power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, the
Declaration.

                                       47
<PAGE>
                  (b) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Declaration. The Declaration
under Delaware law constitutes a legal, valid and binding obligation of the
Delaware Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law).

                  (c) No consent, approval or authorization of, or registration
with or notice to, any State or Federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee, of the Declaration.

                  (d) The Delaware Trustee is a natural person who is a resident
of the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware.

                                   ARTICLE XIV

                                  MISCELLANEOUS

SECTION 14.1 Notices.

            All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered, telecopied
or mailed by registered or certified mail, as follows:

                  (a) if given to the Trust, in care of the Regular Trustees at
the Trust's mailing address set forth below (or such other address as the Trust
may give notice of to the Holders of the Securities):

                             TEXTRON CAPITAL __
                             c/o Textron Inc.
                             40 Westminster Street
                             Providence, Rhode Island  02903
                             Attention:

                  (b) if given to the Delaware Trustee, at the mailing address
set forth below (or such other address as Delaware Trustee may give notice of to
the Holders of the Securities):


                                       48
<PAGE>
                             The Bank of New York (Delaware)
                             White Clay Center Route 273
                             Newark, Delaware  19711

                  (c) if given to the Institutional Trustee, at its Corporate
Trust Office to the attention of ______________ (or such other address as the
Institutional Trustee may give notice of to the Holders of the Securities):

                  (d) if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice of to the Trust):

                             Textron Inc.
                             40 Westminster Street
                             Providence, Rhode Island  02903
                             Attention:

                  (e) if given to any other Holder, at the address set forth on
the books and records of the Trust.

            All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 14.2 Governing Law.

            This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

SECTION 14.3 Intention of the Parties.

            It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention of
the parties.

SECTION 14.4 Headings.

            Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.


                                       49
<PAGE>
SECTION 14.5 Successors and Assigns.

            Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 14.6 Partial Enforceability.

            If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION 14.7 Counterparts.

            This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.


                                       50
<PAGE>
         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                        ___________________________________
                                        _______________, as Regular Trustee


                                        ___________________________________
                                        _______________, as Regular Trustee


                                        THE BANK OF NEW YORK (DELAWARE),
                                        as Delaware Trustee

                                        By:__________________________________
                                           Name:  ___________________________
                                           Title: ___________________________


                                        THE BANK OF NEW YORK,
                                        as Institutional Trustee

                                        By:__________________________________
                                           Name:  ___________________________
                                           Title: ___________________________


                                        TEXTRON INC., as Sponsor

                                        By:__________________________________
                                           Name:  ___________________________
                                           Title: ___________________________


                                        TEXTRON INC., as Debenture Issuer

                                        By:__________________________________
                                           Name:  ___________________________
                                           Title: ___________________________

                                      51
<PAGE>
                                     ANNEX I



                                    TERMS OF
                   ___% TRUST ORIGINATED PREFERRED SECURITIES
                     ___% TRUST ORIGINATED COMMON SECURITIES



                  Pursuant to Section 7.1 of the Amended and Restated
Declaration of Trust, dated as of _______, ____ (as amended and restated from
time to time, the "Declaration"), the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities and the Common Securities are set out below (each capitalized term
used but not defined herein has the meaning set forth in the Declaration or, if
not defined in such Declaration, as defined in the Prospectus referred to
below):

                  1. Designation and Number.

                  (a) Preferred Securities. __________ Preferred Securities of
the Trust with an aggregate liquidation amount with respect to the assets of the
Trust of _______ dollars ($______ and a liquidation amount with respect to the
assets of the Trust of $25 per preferred security, are hereby designated for the
purposes of identification only as "_____% Trust Originated Preferred
Securities(SM) ('TOPrS'(SM))" (the "Preferred Securities"). The Preferred
Security Certificates evidencing the Preferred Securities shall be substantially
in the form of Exhibit A-1 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice or to conform to the rules of any stock exchange on which the Preferred
Securities are listed.

                  (b) Common Securities. __________ Common Securities of the
Trust with an aggregate liquidation amount with respect to the assets of the
Trust of _______ dollars ($_____) and a liquidation amount with respect to the
assets of the Trust of $25 per common security, are hereby designated for the
purposes of identification only as "______% Trust Originated Common Securities"
(the "Common Securities"). The Common Security Certificates evidencing the
Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

                  2. Distributions.

                  (a) Distributions payable on each Security will be fixed at a
rate per annum of ______% (the "Coupon Rate") of the stated liquidation amount
of $25 per Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term


                                       I-1
<PAGE>
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per 90-day quarter.

                  (b) Distributions on the Securities will be cumulative, will
accrue from ________, ____, and will be payable quarterly in arrears, on
__________________________ of each year, commencing on __________, ____, except
as otherwise described below. The Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment period
from time to time on the Debentures for a period not exceeding 20 consecutive
quarters (each an "Extension Period"), during which Extension Period no interest
shall be due and payable on the Debentures, provided that no Extension Period
shall last beyond the date of maturity of the Debentures. As a consequence of
such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at the Coupon Rate compounded quarterly
during any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further extend such Extension Period; provided
that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters. Payments of accrued
Distributions will be payable to Holders as they appear on the books and records
of the Trust on the first record date after the end of the Extension Period.
Upon the termination of any Extension Period and the payment of all amounts then
due, the Debenture Issuer may commence a new Extension Period, subject to the
above requirements.

                  (c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. While the Preferred Securities remain in book-entry only
form, the relevant record dates shall be one Business Day prior to the relevant
payment dates which payment dates correspond to the interest payment dates on
the Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Preferred
Securities will be made as described under the heading "Description of the
Preferred Securities -- Book-Entry Only Issuance -- The Depository Trust
Company" in the Prospectus Supplement dated______, ____, to the Prospectus dated
______, ____ (together, the "Prospectus"), of the Trust included in the
Registration Statement on Form S-3 of the Sponsor, the Trust, certain other
business trusts and a certain partnership. The relevant record dates for the
Common Securities shall be the same record date as for the Preferred Securities.
If the Preferred Securities shall not continue to remain in book-entry only
form, the relevant record dates for the Preferred Securities, shall conform to
the rules of any securities exchange on which the securities are listed and, if
none, shall be selected by the Regular Trustees, which dates shall be at least
one Business Day but less than 60 Business Days before the relevant payment
dates, which payment dates correspond to the interest payment dates on the
Debentures. Distributions payable on any Securities that are not


                                      I-2
<PAGE>
punctually paid on any Distribution payment date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, will cease to be
payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with the Indenture. If any
date on which Distributions are payable on the Securities is not a Business Day,
then payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

                  (d) In the event that there is any money or other property
held by or for the Trust that is not accounted for hereunder, such property
shall be distributed Pro Rata (as defined herein) among the Holders of the
Securities.

                  3. Liquidation Distribution Upon Dissolution.

                  In the event of any voluntary or involuntary dissolution,
winding-up or termination of the Trust, the Holders of the Securities on the
date of the dissolution, winding-up or termination, as the case may be, will be
entitled to receive out of the assets of the Trust available for distribution to
Holders of Securities after satisfaction of liabilities of creditors an amount
equal to the aggregate of the stated liquidation amount of $25 per Security plus
accrued and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"), unless, in connection with such
dissolution, winding-up or termination, Debentures in an aggregate principal
amount equal to the aggregate stated liquidation amount of such Securities, with
an interest rate equal to the Coupon Rate of, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on, such
Securities, shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

                  If, upon any such dissolution, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

                  4. Redemption and Distribution.

                  (a) Upon the repayment of the Debentures in whole or in part,
whether at maturity or upon redemption (either at the option of the Debenture
Issuer or pursuant to a Special Event as described below), the proceeds from
such repayment or payment shall be simultaneously applied to redeem Securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the Debentures so repaid or redeemed at a redemption price of $25 per
Security plus an amount equal to accrued and unpaid Distributions thereon at the
date of the


                                      I-3
<PAGE>
redemption, payable in cash (the "Redemption Price"). Holders will be given not
less than 30 nor more than 60 days notice of such redemption.

                  (b) If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Preferred Securities will be redeemed
Pro Rata and the Preferred Securities to be redeemed will be as described in
Section 4(f)(ii) below.

                  (c) If a Tax Event or an Investment Company Event (each as
defined below, and each a "Special Event") shall occur and be continuing the
Regular Trustees shall, except in certain limited circumstances in relation to a
Tax Event described in this Section 4(c), dissolve the Trust and, after
satisfaction of creditors, cause Debentures held by the Institutional Trustee,
having an aggregate principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the Coupon Rate of, and accrued
and unpaid interest equal to accrued and unpaid Distributions on, and having the
same record date for payment as the Securities, to be distributed to the Holders
of the Securities in liquidation of such Holders' interests in the Trust on a
Pro Rata basis, within 90 days following the occurrence of such Special Event
(the "90 Day Period"); PROVIDED, HOWEVER, that, as a condition of such
dissolution and distribution, the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "No Recognition Opinion"), which opinion may rely on published
revenue rulings of the Internal Revenue Service, to the effect that the Holders
of the Securities will not recognize any gain or loss for United States federal
income tax purposes as a result of the dissolution of the Trust and the
distribution of Debentures, and PROVIDED, FURTHER, that, if at the time there is
available to the Trust the opportunity to eliminate, within the 90 Day Period,
the Special Event by taking some ministerial action, such as filing a form or
making an election, or pursuing some other similar reasonable measure that has
no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders
of the Securities ("Ministerial Action"), the Trust will pursue such Ministerial
Action in lieu of dissolution.

                  If (i) in the event of a Tax Event, after receipt of a Tax
Event Opinion (as defined hereinafter) by the Regular Trustees, the Debenture
Issuer has received an opinion (a "Redemption Tax Opinion") of a nationally
recognized independent tax counsel experienced in such matters that, as a result
of a Tax Event, there is more than an insubstantial risk that the Debenture
Issuer would be precluded from deducting the interest on the Debentures for
United States federal income tax purposes even if the Debentures were
distributed to the Holders of Securities in liquidation of such Holders'
interests in the Trust as described in this Section 4(c), or (ii) in the event
of any Special Event, after receipt of a Tax Event Opinion or Investment Company
Event Opinion (as defined hereinafter), as the case may be, the Regular Trustees
shall have been informed by such tax counsel that a No Recognition Opinion
cannot be delivered to the Trust, the Debenture Issuer shall have the right at
any time, upon not less than 30 nor more than 60 days notice, to redeem the
Debentures in whole or in part for cash within 90 days following the occurrence
of such Special Event, and, following such redemption, Securities with an
aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so redeemed shall be redeemed by the Trust at the Redemption Price on
a Pro Rata basis; PROVIDED, HOWEVER, that, if at the time there is available to
the Trust the opportunity to eliminate, within such 90 day


                                      I-4
<PAGE>
period, the Special Event by taking some Ministerial Action, the Trust or the
Debenture Issuer will pursue such Ministerial Action in lieu of redemption.

                  "Tax Event" means that the Regular Trustees shall have
received an opinion of a nationally recognized independent tax counsel
experienced in such matters (a "Tax Event Opinion") to the effect that on or
after the date of the Prospectus Supplement, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority therefor or therein, or (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, which amendment or
change is enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after the date of the Prospectus Supplement, there is more than an
insubstantial risk that (i) the Trust is or will be within 90 days of the date
thereof, subject to United States federal income tax with respect to interest
accrued or received on the Debentures, (ii) the Trust is, or will be within 90
days of the date thereof, subject to more than a de minimis amount of taxes,
duties or other governmental charges, or (iii) interest payable by the Debenture
Issuer to the Trust on the Debentures is not, or within 90 days of the date
thereof will not be, deductible, in whole or in part, by the Debenture Issuer
for United States federal income tax purposes.

                  "Investment Company Event" means that the Regular Trustees
shall have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment Company
Event Opinion") that, as a result of the occurrence of a change in law or
regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is a more than an insubstantial
risk that the Trust is or will be considered an Investment Company which is
required to be registered under the Investment Company Act, which Change in 1940
Act Law becomes effective on or after the date of the Prospectus Supplement.

                  On and from the date fixed by the Regular Trustees for any
distribution of Debentures and dissolution of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) The Depository Trust Company (the
"Depository") or its nominee (or any successor Clearing Agency or its nominee),
as the record Holder of the Preferred Securities, will receive a registered
global certificate or certificates representing the Debentures to be delivered
upon such distribution and any certificates representing Securities, except for
certificates representing Preferred Securities held by the Depository or its
nominee (or any successor Clearing Agency or its nominee), will be deemed to
represent beneficial interests in the Debentures having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the Coupon Rate of, and accrued and unpaid interest equal to
accrued and unpaid Distributions on such Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissue.


                                      I-5
<PAGE>
                  (d) The Trust may not redeem fewer than all the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

                  (e) If the Debentures are distributed to holders of the
Securities, pursuant to the terms of the Indenture, the Debenture Issuer will
use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange as the Preferred Securities were listed
immediately prior to the distribution of the Debentures.

                  (f) "Redemption or Distribution Procedures."

                  (i) Notice of any redemption of, or notice of distribution of
         Debentures in exchange for the Securities (a "Redemption/Distribution
         Notice") will be given by the Trust by mail to each Holder of
         Securities to be redeemed or exchanged not fewer than 30 nor more than
         60 days before the date fixed for redemption or exchange thereof which,
         in the case of a redemption, will be the date fixed for redemption of
         the Debentures. For purposes of the calculation of the date of
         redemption or exchange and the dates on which notices are given
         pursuant to this Section 4(f)(i), a Redemption/ Distribution Notice
         shall be deemed to be given on the day such notice is first mailed by
         first-class mail, postage prepaid, to Holders of Securities. Each
         Redemption/Distribution Notice shall be addressed to the Holders of
         Securities at the address of each such Holder appearing in the books
         and records of the Trust. No defect in the Redemption/Distribution
         Notice or in the mailing of either thereof with respect to any Holder
         shall affect the validity of the redemption or exchange proceedings
         with respect to any other Holder.

                  (ii) In the event that fewer than all the outstanding
         Securities are to be redeemed, the Securities to be redeemed shall be
         redeemed Pro Rata from each Holder of Preferred Securities, it being
         understood that, in respect of Preferred Securities registered in the
         name of and held of record by the Depository or its nominee (or any
         successor Clearing Agency or its nominee) or any nominee, the
         distribution of the proceeds of such redemption will be made to each
         Clearing Agency Participant (or Person on whose behalf such nominee
         holds such securities) in accordance with the procedures applied by
         such agency or nominee.

                  (iii) If Securities are to be redeemed and the Trust gives a
         Redemption/Distribution Notice, which notice may only be issued if the
         Debentures are redeemed as set out in this Section 4 (which notice will
         be irrevocable), then (A) while the Preferred Securities are in
         book-entry only form, with respect to the Preferred Securities, by
         12:00 noon, New York City time, on the redemption date, provided that
         the Debenture Issuer has paid the Institutional Trustee a sufficient
         amount of cash in connection with the related redemption or maturity of
         the Debentures, the Institutional Trustee will deposit irrevocably with
         the Depository or its nominee (or successor Clearing Agency or its
         nominee) funds sufficient to pay the applicable Redemption Price with
         respect to the Preferred Securities and will give the Depository
         irrevocable


                                      I-6
<PAGE>
         instructions and authority to pay the Redemption Price to the Holders
         of the Preferred Securities, and (B) with respect to Preferred
         Securities issued in definitive form and Common Securities, provided
         that the Debenture Issuer has paid the Institutional Trustee a
         sufficient amount of cash in connection with the related redemption or
         maturity of the Debentures, the Institutional Trustee will pay the
         relevant Redemption Price to the Holders of such Securities by check
         mailed to the address of the relevant Holder appearing on the books and
         records of the Trust on the redemption date. If a
         Redemption/Distribution Notice shall have been given and funds
         deposited as required, if applicable, then immediately prior to the
         close of business on the date of such deposit, or on the redemption
         date, as applicable, distributions will cease to accrue on the
         Securities so called for redemption and all rights of Holders of such
         Securities so called for redemption will cease, except the right of the
         Holders of such Securities to receive the Redemption Price, but without
         interest on such Redemption Price. Neither the Regular Trustees nor the
         Trust shall be required to register or cause to be registered the
         transfer of any Securities that have been so called for redemption. If
         any date fixed for redemption of Securities is not a Business Day, then
         payment of the Redemption Price payable on such date will be made on
         the next succeeding day that is a Business Day (and without any
         interest or other payment in respect of any such delay) except that, if
         such Business Day falls in the next calendar year, such payment will be
         made on the immediately preceding Business Day, in each case with the
         same force and effect as if made on such date fixed for redemption. If
         payment of the Redemption Price in respect of any Securities is
         improperly withheld or refused and not paid either by the Institutional
         Trustee or by the Sponsor as guarantor pursuant to the relevant
         Securities Guarantee, Distributions on such Securities will continue to
         accrue from the original redemption date to the actual date of payment,
         in which case the actual payment date will be considered the date fixed
         for redemption for purposes of calculating the Redemption Price.

                  (iv) Redemption/Distribution Notices shall be sent by the
         Regular Trustees on behalf of the Trust to (A) in respect of the
         Preferred Securities, the Depository or its nominee (or any successor
         Clearing Agency or its nominee) if the Global Certificates have been
         issued or, if Definitive Preferred Security Certificates have been
         issued, to the Holder thereof, and (B) in respect of the Common
         Securities to the Holder thereof.

                  (v) Subject to the foregoing and applicable law (including,
         without limitation, United States federal securities laws), provided
         the acquiror is not the Holder of the Common Securities or the obligor
         under the Indenture, the Sponsor or any of its subsidiaries may at any
         time and from time to time purchase outstanding Preferred Securities by
         tender, in the open market or by private agreement.

                  5. Voting Rights - Preferred Securities.

                  (a) Except as provided under Sections 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.


                                      I-7
<PAGE>
                  (b) Subject to the requirements set forth in this paragraph,
the Holders of a Majority in liquidation amount of the Preferred Securities,
voting separately as a class may direct the time, method, and place of
conducting any proceeding for any remedy available to the Institutional Trustee,
or exercising any trust or power conferred upon the Institutional Trustee under
the Declaration, including (i) directing the time, method, place of conducting
any proceeding for any remedy available to the Debenture Trustee, or exercising
any trust or power conferred on the Debenture Trustee with respect to the
Debentures, (ii) waive any past default and its consequences that is waivable
under Section ___ of the Indenture, or (iii) exercise any right to rescind or
annul a declaration that the principal of all the Debentures shall be due and
payable, PROVIDED, HOWEVER, that, where a consent under the Indenture would
require the consent or act of the Holders of greater than a majority of the
Holders in principal amount of Debentures affected thereby, (a "Super
Majority"), the Institutional Trustee may only give such consent or take such
action at the written direction of the Holders of at least the proportion in
liquidation amount of the Preferred Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding. The
Institutional Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities. Other than with
respect to directing the time, method and place of conducting any remedy
available to the Institutional Trustee or the Debenture Trustee as set forth
above, the Institutional Trustee shall not take any action in accordance with
the directions of the Holders of the Preferred Securities under this paragraph
unless the Institutional Trustee has obtained an opinion of tax counsel to the
effect that for the purposes of United States federal income tax the Trust will
not be classified as other than a grantor trust on account of such action. If
the Institutional Trustee fails to enforce its rights under the Declaration, any
Holder of Preferred Securities may institute a legal proceeding directly against
any Person to enforce the Institutional Trustee's rights under the Declaration
without first instituting a legal proceeding against the Institutional Trustee
or any other Person.

                    Any approval or direction of Holders of Preferred Securities
may be given at a separate meeting of Holders of Preferred Securities convened
for such purpose, at a meeting of all of the Holders of Securities in the Trust
or pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Preferred Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents.

                    No vote or consent of the Holders of the Preferred
Securities will be required for the Trust to redeem and cancel Preferred
Securities or to distribute the Debentures in accordance with the Declaration
and the terms of the Securities.

                    Notwithstanding that Holders of Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Preferred Securities that


                                      I-8
<PAGE>
are owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled
to vote or consent and shall, for purposes of such vote or consent, be treated
as if they were not outstanding.

                  6. Voting Rights - Common Securities.

                  (a) Except as provided under Sections 6(b), (c) and 7 as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

                  (b) The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.

                  (c) Subject to Section 2.6 of the Declaration and only after
the Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the time,
method, place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section ____ of the Indenture, or (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable, PROVIDED THAT, where a consent or
action under the Indenture would require the consent or act of the Holders of
greater than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Institutional Trustee may only give such consent or take
such action at the written direction of the Holders of at least the proportion
in liquidation amount of the Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding.
Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the
Preferred Securities. Other than with respect to directing the time, method and
place of conducting any remedy available to the Institutional Trustee or the
Debenture Trustee as set forth above, the Institutional Trustee shall not take
any action in accordance with the directions of the Holders of the Common
Securities under this paragraph unless the Institutional Trustee has obtained an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action. If the Institutional Trustee fails to enforce
its rights under the Declaration, any Holder of Common Securities may institute
a legal proceeding directly against any Person to enforce the Institutional
Trustee's rights under the Declaration, without first instituting a legal
proceeding against the Institutional Trustee or any other Person.

                  Any approval or direction of Holders of Common Securities may
be given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees


                                      I-9
<PAGE>
will cause a notice of any meeting at which Holders of Common Securities are
entitled to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of Common
Securities. Each such notice will include a statement setting forth (i) the date
of such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought and (iii) instructions for the delivery of proxies or consents.

                  No vote or consent of the Holders of the Common Securities
will be required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

                  7. Amendments to Declaration and Indenture.

                  (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities as a
class, will be entitled to vote on such amendment or proposal (but not on any
other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Securities, voting together as a single class;
provided, however, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.

                  (b) In the event the consent of the Institutional Trustee as
the holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination on the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; PROVIDED, HOWEVER, that where a consent under the Indenture would require
the consent of the holders of greater than a majority in aggregate principal
amount of the Debentures (a "Super Majority"), the Institutional Trustee may
only give such consent at the direction of the Holders of at least the
proportion in liquidation amount of the Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding; PROVIDED, FURTHER, that the Institutional Trustee shall not take
any action in accordance with the directions of the Holders of the Securities
under this Section 7(b) unless the Institutional Trustee has obtained an opinion
of tax counsel to the effect that for the purposes of United States federal
income tax the Trust will not be classified as other than a grantor trust on
account of such action.


                                      I-10
<PAGE>
                  8. Pro Rata.

                  A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding.

                  9. Ranking.

                  The Preferred Securities rank PARI PASSU and payment thereon
shall be made Pro Rata with the Common Securities except that, where an Event of
Default occurs and is continuing under the Indenture in respect of the
Debentures held by the Institutional Trustee, the rights of Holders of the
Common Securities to payment in respect of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights to payment
of the Holders of the Preferred Securities.

                  10. Listing.

                  The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed for quotation on the New York Stock Exchange,
Inc.

                  11. Acceptance of Securities Guarantee and Indenture.

                  Each Holder of Preferred Securities and Common Securities, by
the acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

                  12. No Preemptive Rights.

                  The Holders of the Securities shall have no preemptive rights
to subscribe for any additional securities.

                  13. Miscellaneous.

                  These terms constitute a part of the Declaration.

<PAGE>
                  The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee or the Common Securities Guarantee (as may be
appropriate), and the Indenture to a Holder without charge on written request to
the Sponsor at its principal place of business.


                                      I-11
<PAGE>
                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE


                  IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT
- - [This Preferred Security is a Global Certificate within the meaning of the
Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depositary") or a nominee of the Depositary. This
Preferred Security is exchangeable for Preferred Securities registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred
Security (other than a transfer of this Preferred 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
limited circumstances.

                  Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Trust or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

Certificate Number                                Number of Preferred Securities

                                                            CUSIP NO. __________


                   Certificate Evidencing Preferred Securities

                                       of

                               TEXTRON CAPITAL __


           ____% Trust Originated Preferred Securities(SM) ("TOPrS"(SM))
                 (liquidation amount $25 per Preferred Security)

                  TEXTRON CAPITAL __, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of preferred securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the _____% Trust Originated Preferred Securities(SM) (liquidation
amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly


                                      A1-1
<PAGE>
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of _______, ____, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Preferred Securities Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

                  Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

                  By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Preferred
Securities as evidence of indirect beneficial ownership in the Debentures.

                  IN WITNESS WHEREOF, the Trust has executed this certificate
this ___ day of ______, ___ .

                                           THE BANK OF NEW YORK,
                                           as Trustee



                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________


                                           _____________________________________
                                           ____________________



                                           _____________________________________
                                           ____________________



                                      A1-2
<PAGE>
                              ____________________


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                    (Insert address and zip code of assignee)


and irrevocably appoints

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.


Date:  _______________________

Signature: ____________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)


                                      A1-3
<PAGE>
                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE


Certificate Number                                   Number of Common Securities


                    Certificate Evidencing Common Securities

                                       of

                               TEXTRON CAPITAL __


                   ______% Trust Originated Common Securities
                  (liquidation amount $25 per Common Security)


                  TEXTRON CAPITAL __, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that
_________________ (the "Holder") is the registered owner of common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the ______% Trust Originated Common Securities (liquidation amount
$25 per Common Security) (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of _______,
____, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Common Securities as set forth in
Annex I to the Declaration. Capitalized terms used herein but not defined shall
have the meaning given them in the Declaration. The Holder is entitled to the
benefits of the Common Securities Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the Common Securities Guarantee
and the Indenture to a Holder without charge upon written request to the Sponsor
at its principal place of business.

                  Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder.

                  By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Debentures.


                                      A2-1
<PAGE>
         IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of ______, ____.


                                                     THE BANK OF NEW YORK,
                                                     as Trustee


                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________


                                           _____________________________________
                                           ____________________



                                           _____________________________________
                                           ____________________



                                      A2-2
<PAGE>
                              ____________________


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's social security or tax identification number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
agent to transfer this Common Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:  ________________________

Signature:  ___________________
(Sign exactly as your name appears on the other side of this Common Security
Certificate)


                                      A2-3
<PAGE>
                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE
                                    EXHIBIT C

                             UNDERWRITING AGREEMENT


                                      B-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>7
<FILENAME>b411088kex5-1.txt
<DESCRIPTION>OPINION OF SKADDEN,ARPS,SLATE.MEAGHER AND FLOM LLP
<TEXT>
<PAGE>



                                                                     EXHIBIT 5.1

                    Skadden, Arps, Slate, Meagher & Flom LLP
                                One Rodney Square
                              Wilmington, DE 19801
                            Telephone (302) 651-3000

                                                                November 9, 2001

Textron Capital II
Textron Capital III
c/o Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903

        Re:   Textron Inc.; Textron Capital II; Textron Capital III;
              Registration Statement on Form S-3 (Registration No. 333-84599)
              ---------------------------------------------------------------
Ladies and Gentlemen:

      We have acted as special counsel to Textron Capital II and Textron Capital
III (each, a "Textron Trust" and, together, the "Textron Trusts"), each a
statutory business trust formed under the laws of the State of Delaware, and
Textron Inc. (the "Company"), a Delaware corporation, in connection with the
Registration Statement (the "Registration Statement") on Form S-3 (No.
333-84599) filed by the Company and the Textron Trusts with the Securities and
Exchange Commission (the "Commission") on August 5, 1999 under the Securities
Act of 1933, as amended (the "Securities Act"). The Registration Statement
relates to the offering and sale from time to time pursuant to Rule 415 of the
General Rules and Regulations promulgated under the Securities Act (the
"Regulations") of preferred securities of each of the Textron Trusts (the "Trust
Preferred Securities") and certain other securities. The Trust Preferred
Securities of each Textron Trust are to be issued pursuant to the Amended and
Restated Declaration of Trust of such Textron Trust (each, a "Declaration" and
collectively, the "Declarations"), each such Declaration being among the
Company, as sponsor and as the issuer of certain debentures to be held by the
institutional trustee, The Bank of New York, as the institutional trustee, The
Bank of New York (Delaware), as Delaware trustee, and certain regular trustees
named therein.

      This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

      In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement as filed with the Commission; (ii) the Amended and Restated
Certificates of Trust of each of the Textron Trusts included as exhibits to the
Registration Statement; (iii) the form of Declaration of each of the Textron
Trusts included as an exhibit to the Current Report on Form 8-K filed on the
date hereof (including the designations of the terms of the Trust Preferred
Securities of such Textron Trust annexed thereto); (iv) the form of the
Preferred Security Certificate, evidencing the Trust Preferred Securities of
each of the Textron Trusts, annexed to the form of Declaration of each of the
Textron Trusts; and (v) the Statements of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, on Form T-1 of the Bank of New
York, as (a) trustee under the Declaration of Textron Capital II and (b) trustee
under the Declaration of Textron Capital III.
<PAGE>
We have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.

      In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company and the Textron Trusts, we
have assumed that such parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute
valid and binding obligations of such parties. In addition, we have assumed that
the Declaration and Trust Preferred Securities of each Textron Trust, when
executed, will be executed in substantially the form reviewed by us and that the
terms of the Trust Preferred Securities will have been established so as not to
violate, conflict with or constitute a default under (i) any agreement or
instrument to which the Company or any of the Textron Trusts or their respective
property is subject, (ii) any law, rule or regulation to which the Company or
any of the Textron Trusts is subject, (iii) any judicial or administrative order
or decree of any governmental authority or (iv) any consent, approval, license,
authorization or validation of, filing, recording or registration with any
governmental authority. We have also assumed that the certificates evidencing
Trust Preferred Securities to be issued will be in a form that complies with,
and the terms of such Trust Preferred Securities, as applicable, will be duly
established in accordance with, 12 Del. C. Section 3801 et seq. (the "Delaware
Business Trust Act"). As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon oral
or written statements and representations of officers, trustees and other
representatives of the Company, the Textron Trusts and others.

      Members of our firm are admitted to the bar in the State of Delaware, and
we express no opinion as to the laws of any jurisdiction other than the laws of
the State of Delaware.

      Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that the Trust Preferred
Securities of each Textron Trust, when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has become
effective under the Securities Act; (ii) an appropriate prospectus supplement
with respect to the Trust Preferred Securities has been prepared, delivered and
filed in compliance with the Securities Act and the applicable Regulations;
(iii) the Board of Directors of the Company, including any appropriate committee
appointed thereby and any delegate appointed by such committee, the appropriate
officers of the Company and the appropriate trustees of the Textron Trusts have
taken all necessary corporate action to approve the issuance and terms of the
Trust Preferred Securities; (iv) the terms of the Trust Preferred Securities and
of their issuance and sale have been established by all necessary actions in
conformity with the relevant Amended and Restated Certificates of Trust and
Declarations; (v) if the Trust Preferred Securities are to be sold pursuant to a
firm commitment underwritten offering, the underwriting agreement with respect
to the Trust Preferred Securities has been duly authorized, executed and
delivered by the appropriate Textron Trust and the other parties thereto; (vi)
the Trust Preferred Securities have been issued, sold and delivered in
compliance with applicable federal and state laws and in the manner and for the
consideration contemplated in the Registration Statement or any prospectus
supplement relating thereto; (vii) the certificates evidencing the shares of the
Trust Preferred Securities have been duly executed and delivered to the
purchasers thereof against payment of the agreed-upon consideration therefor in
the manner contemplated in the Registration Statement or


                                       2
<PAGE>
any prospectus supplement relating thereto; and (viii) the Declaration of such
Textron Trust is executed and delivered by the parties thereto, the Trust
Preferred Securities, when issued and executed in accordance with such
Declaration and the applicable underwriting agreement or any other duly
authorized, executed and delivered applicable purchase agreement and delivered
and paid for in the manner and for the consideration contemplated in the
Registration Statement or any prospectus supplement relating thereto, will be
duly authorized, validly issued, fully paid and nonassessable, representing
undivided beneficial interests in the assets of such Textron Trust, and the
holders of such Trust Preferred Securities will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We bring to your attention, however, that the holders of Trust
Preferred Securities of each Textron Trust may be obligated, pursuant to the
Declaration of such Textron Trust, to (i) provide indemnity or security in
connection with and pay certain taxes or governmental charges arising from
transfers of Trust Preferred Securities and (ii) provide security and indemnity
in connection with the requests of or directions to the Institutional Trustee of
such Textron Trust to exercise its rights and powers under the Declaration of
such Textron Trust.

      We hereby consent to the use of our name under the heading "Legal
Opinions" in the Registration Statement. We also hereby consent to the filing of
this opinion with the Commission as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.

                                   Very truly yours,



                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>8
<FILENAME>b411088kex5-2.txt
<DESCRIPTION>OPINION OF MICHAEL CAHN
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.2

                                  TEXTRON INC.
                              40 Westminister Drive
                         Providence, Rhode Island 02903




                                                              November 9, 2001

Textron Capital II
Textron Capital III
Textron Inc.

40 Westminister Street
Providence, Rhode Island 02903

         Re:      Textron Inc.; Textron Capital II; Textron Capital III;
                  Registration Statement on Form S-3 (Registration No.
                  333-84599)
                  ------------------------------------------------------

Ladies and Gentlemen:

         I am Associate General Counsel and Assistant Secretary of Textron Inc.,
a Delaware corporation (the "Company"). I have acted as counsel to Textron
Capital II and Textron Capital III (each, a "Textron Trust" and, together, the
"Textron Trusts"), each a statutory business trust formed under the laws of the
State of Delaware, and the Company in connection with the Registration Statement
(the "Registration Statement") on Form S-3 (No. 333-84599) filed by the Company
and the Textron Trusts with the Securities and Exchange Commission (the
"Commission") on August 5, 1999 under the Securities Act of 1933, as amended
(the "Securities Act"). The Registration Statement relates to the offering and
sale from time to time pursuant to Rule 415 of the General Rules and Regulations
promulgated under the Securities Act (the "Regulations") of up to an aggregate
offering price of $2,000,000,000 of unsecured senior debt securities of the
Company (the "Senior Debt Securities"), unsecured subordinated debt securities
of the Company (the "Subordinated Debt Securities") and unsecured junior
subordinated debt securities of the Company (the "Junior Subordinated Debt
Securities" and together with the Senior Debt Securities and the Subordinated
Debt Securities, the "Debt Securities"), common stock of the Company, $0.125 par
value per share ("Common Stock"), preferred stock of the Company, no par value
("Preferred Stock"), preferred securities of each of the Textron Trusts (the
"Trust Preferred Securities") and the respective guarantees by the Company for
the benefit of the holders of the Trust Preferred Securities (each a "Trust
Guarantee" and, collectively, the "Trust Guarantees").

         The Debt Securities are to be issued under an Indenture (an
"Indenture"), dated as of September 10, 1999 between the Company and The Bank of
New York, as debt trustee.
<PAGE>
         The Trust Preferred Securities of each Textron Trust are to be issued
pursuant to an Amended and Restated Declaration of Trust of such Textron Trust
(each, a "Declaration" and, collectively, the "Declarations") to be entered into
among the Company, as sponsor and as the issuer of certain debentures to be held
by The Bank of New York, as the institutional trustee, The Bank of New York
(Delaware), as Delaware trustee, and certain other regular trustees named
therein.

         Each Trust Guarantee will be made pursuant to a Preferred Securities
Guarantee Agreement, to be executed and delivered by the Company for the benefit
of the holders of the Trust Preferred Securities. The Bank of New York will act
as indenture trustee under each Trust Guarantee (the "Trust Guarantee
Trustee").The Trust Guarantees will relate to the payment of periodic cash
distributions and payments on liquidation, redemption or otherwise with respect
to each of the Trust Preferred Securities.

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of: (i) the Restated
Certificate of Incorporation of the Company, as currently in effect; (ii) the
By-Laws of the Company, as currently in effect; (iii) the Registration Statement
as filed with the Commission; (iv) a specimen certificate representing the
Common Stock (the "Specimen Certificate"); (v) the form of the Preferred
Security Certificate evidencing the Trust Preferred Securities of each of the
Textron Trusts annexed to the form of Declaration of each of the Textron Trusts;
(vi) the form of the Senior Debt Securities included as an exhibit to the
Current Report on Form 8-K filed by the Company on the date hereof; (vii) an
executed copy of the Indenture; (viii) the Statements of Eligibility and
Qualification under the Trust Indenture Act of 1939, as amended, on Form T-1 of
the Bank of New York, as (a) trustee under the Indenture with respect to the
Senior Debt Securities, (b) trustee under the Indenture with respect to the
Subordinated Debt Securities, (c) trustee under the Indenture with respect to
the Junior Subordinated Debt Securities, (d) trustee under the Declaration of
Textron Capital II, (e) trustee under the Declaration of Textron Capital III,
(f) trustee of the Trust Guarantees for the benefit of the holders of Trust
Preferred Securities of Textron Capital II, and (g) trustee of the Trust
Guarantees for the benefit of the holders of Trust Preferred Securities of
Textron Capital III, in each case as such Statements of Eligibility and
Qualification are included as exhibits to the Registration Statement; (ix) the
Amended and Restated Certificates of Trust of each of the Textron Trusts
included as exhibits to the Registration Statement; (x) the form of Amended and
Restated Declaration of each of the Textron Trusts (including the designations
of the terms of the Trust Preferred Securities of such Textron Trust annexed
thereto) included as an exhibit to the Current Report on Form 8-K filed by the
Company on the date hereof; (xi) the form of Preferred Securities Guarantee
Agreement included as an exhibit to the Current Report on Form 8-K filed by the
Company on the date hereof; (xii) pertinent resolutions of the Company's Board
of Directors and committees thereof and (xiii) written actions of delegates of
such committees. I have also examined originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.


                                       2
<PAGE>
         In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of documents executed or to be executed by parties other than the Company and
the Textron Trusts, I have assumed that such parties had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. In addition, I have assumed
that the Declaration of Trust and Trust Preferred Securities of each Textron
Trust, the Trust Guarantees and the Senior Debt Securities, when executed, will
be executed in substantially the form reviewed by me and that the terms of the
Offered Debt Securities (as defined below), Offered Trust Preferred Securities
(as defined below) Offered Trust Guarantees (as defined below), Offered Common
Stock (as defined below) and Offered Preferred Stock (as defined below) will
have been established so as not to violate, conflict with or constitute a
default under (i) any agreement or instrument to which the Company or any of the
Textron Trusts or their respective property is subject, (ii) any law, rule, or
regulation to which the Company or any of the Textron Trusts is subject, (iii)
any judicial or administrative order or decree of any governmental authority or
(iv) any consent, approval, license, authorization or validation of, filing,
recording or registration with any governmental authority. I have also assumed
that (i) the stock certificates evidencing Preferred Stock to be issued will be
in a form that complies with, and the terms of such Preferred Stock, as
applicable will be duly established in accordance with, the Delaware General
Corporation Law (the "DGCL") and (ii) the stock certificate evidencing any
Common Stock issued will conform to the specimen certificate examined by me and
any Common Stock and Preferred Stock will be duly executed and delivered. As to
any facts material to the opinions expressed herein which I have not
independently established or verified, I have relied upon oral or written
statements and representations of officers and other representatives of the
Company, the Textron Trusts and others.

         I am admitted to the bar in the States of New York and Rhode Island,
and I express no opinion as to the laws of any jurisdiction other than such
States and the General Corporation Law of the State of Delaware. I am not
admitted to the practice of law in the State of Delaware. Based upon and subject
to the foregoing and the other qualifications set forth herein, it is my opinion
that:

1.       With respect to any series of Debt Securities (the "Offered Debt
         Securities"), when (i) the Registration Statement, as finally amended
         (including all necessary post-effective amendments), has become
         effective under the Securities Act; (ii) an appropriate prospectus
         supplement with respect to the Offered Debt Securities has been
         prepared, delivered and filed in compliance with the Securities Act and
         the applicable Regulations; (iii) the Board of Directors, including any
         appropriate committee appointed thereby and any delegate appointed by
         such committee, and appropriate officers of the Company have taken all
         necessary corporate action to approve the issuance and terms of the
         Offered Debt Securities and related matters; (iv) the terms of the
         Offered Debt Securities and of their issuance and sale have been


                                       3
<PAGE>
         established in accordance with the Indenture so as not to violate,
         conflict with or constitute a default under any applicable law, the
         Restated Certificate of Incorporation of the Company or the By-Laws of
         the Company or result in a default under or breach of any agreement or
         instrument biding upon the Company and so as to comply with any
         requirement or restriction imposed by any court or governmental body
         having jurisdiction over the Company; (v) the Offered Debt Securities
         have been duly executed and authenticated and issued in accordance with
         the Indenture and in the manner and for the consideration contemplated
         in the Registration Statement or any prospectus supplement relating
         thereto; (vi) the certificates representing the Offered Debt Securities
         have been established in accordance with the Indenture and duly
         executed and delivered by the proper officers of the Company to the
         purchasers thereof against payment of the agreed-upon consideration
         therefor in the manner contemplated in the Registration Statement or
         any prospectus supplement relating thereto, and (vii) if the Offered
         Debt Securities are to be sold pursuant to a firm commitment
         underwritten offering, the underwriting agreement with respect to the
         Offered Debt Securities has been duly authorized, executed and
         delivered by the Company and the other parties thereto, (1) the Offered
         Debt Securities will be valid and binding obligations of the Company,
         entitled to the benefits of the Indenture and enforceable against the
         Company in accordance with their terms, except to the extent that
         enforcement thereof may be limited by (a) bankruptcy, insolvency,
         reorganization, moratorium, or other similar laws now or hereafter in
         effect relating to creditors' rights generally and (b) general
         principles of equity (regardless of whether enforceability is
         considered in a proceeding at law or in equity); and (2) if the Offered
         Debt Securities are convertible into Offered Common Stock (as defined
         below), the Offered Common Stock issuable upon conversion of the
         Offered Debt Securities will be duly authorized, validly issued, fully
         paid and nonassessable, assuming the issuance of the Offered Common
         Stock upon conversion of the Offered Debt Securities has been
         authorized by all necessary corporate action, that the Offered Debt
         Securities have been converted in accordance with the terms of the
         Indenture and that the certificate evidencing such shares of Offered
         Common Stock are duly executed and delivered. In rendering the opinion
         set forth in clause (2) of this paragraph 1, I have assumed that, at
         the time of issuance of any Offered Common Stock upon conversion of the
         Offered Debt Securities, the Restated Certificate of Incorporation, the
         By-Laws, the Indenture and the DGCL shall not have been amended so as
         to affect the validity of such issuance.

2.       With respect to the Trust Guarantees (the "Offered Trust Guarantees"),
         when (i) the Registration Statement, as finally amended (including all
         necessary post-effective amendments), has become effective under the
         Securities Act; (ii) the Board of Directors, including any appropriate
         committee appointed thereby and any delegate appointed by such
         committee, and appropriate officers of the Company have taken all
         necessary corporate action to approve the issuance and terms of the
         Offered Trust Guarantees and related matters; (iii) an appropriate
         prospectus supplement with respect to the applicable Trust Preferred
         Securities and Offered Trust Guarantees has been prepared, delivered
         and filed in compliance with the Securities Act and the applicable
         Regulations; (iv) the Declaration and the Preferred Securities
         Guarantee Agreement of the applicable Textron Trust have been duly
         executed and delivered by the parties thereto; (v) the terms of the
         applicable Trust Preferred Securities have


                                       4
<PAGE>
         been established in accordance with the terms of the Declaration of the
         applicable Textron Trust; (vi) the Trust Preferred Securities have been
         issued, executed and authenticated in accordance with the Declaration
         of the applicable Textron Trust and have been issued, sold, delivered
         and paid for in compliance with applicable federal and state laws and
         in the manner and for the consideration contemplated in the
         Registration Statement or any prospectus supplement relating thereto;
         (vii) the terms of the Offered Trust Guarantees and of their issuance
         and sale have been established in accordance with the terms of the
         Declaration of the applicable Textron Trust so as not to violate,
         conflict with or constitute a default under any applicable law, the
         Restated Certificate of Incorporation of the Company or the By-Laws of
         the Company or result in a default under or breach of any agreement or
         instrument biding upon the Company and so as to comply with any
         requirement or restriction imposed by any court or governmental body
         having jurisdiction over the Company; and (vii) if the Trust Preferred
         Securities are to be sold pursuant to a firm commitment underwritten
         offering, the underwriting agreement with respect to the Trust
         Preferred Securities has been duly authorized, executed and delivered
         by the applicable Textron Trust, the Company and the other parties
         thereto, the Offered Trust Guarantees, when duly executed and delivered
         by the parties thereto, will be valid and binding agreements of the
         Company, enforceable against the Company in accordance with its terms,
         except to the extent that (a) enforcement thereof may be limited by
         bankruptcy, insolvency, reorganization, moratorium, or other similar
         laws now or hereafter in effect relating to creditors' rights generally
         and general principles of equity (regardless of whether enforceability
         is considered in a proceeding at law or in equity) and (b) rights to
         indemnify and contribution thereunder may be limited by applicable law
         or the public policy underlying such law.

3.       With respect to the shares of any series of the Common Stock (the
         "Offered Common Stock"), when (i) the Registration Statement, as
         finally amended (including all necessary post-effective amendments),
         has become effective under the Securities Act; (ii) an appropriate
         prospectus supplement with respect to the Offered Common Stock has been
         prepared, delivered and filed in compliance with the Securities Act and
         the applicable Regulations; (iii) the Board of Directors, including any
         appropriate committee appointed thereby and any delegate appointed by
         such committee, and appropriate officers of the Company have taken all
         necessary corporate action to approve the issuance of the Offered
         Common Stock and related matters; (iv) the terms of the Offered Common
         Stock and of their issuance and sale have been established by all
         necessary corporate action in conformity with the Restated Certificate
         of Incorporation and By-Laws of the Company so as not to violate any
         applicable law or result in a default under or breach of any agreement
         or instrument biding upon the Company and so as to comply with any
         requirement or restriction imposed by any court or governmental body
         having jurisdiction over the Company; (v) if the Offered Common Stock
         is to be sold pursuant to a firm commitment underwritten offering, the
         underwriting agreement with respect to the Offered Common Stock has
         been duly authorized, executed and delivered by the Company and the
         other parties thereto; (vi) the Offered Common Stock have been issued,
         sold and delivered in compliance with applicable federal and state laws
         and in the manner and for the consideration contemplated in the
         Registration Statement or any prospectus supplement relating thereto;
         and (vii) the certificates representing


                                       5
<PAGE>
         the shares of Offered Common Stock have been duly executed and
         delivered by the proper officers of the Company to the purchasers
         thereof against payment of the agreed-upon consideration therefor in
         the manner contemplated in the Registration Statement or any prospectus
         supplement relating thereto, the shares of the Offered Common Stock,
         when issued and sold in accordance with the applicable underwriting
         agreement or any other duly authorized, executed and delivered
         applicable purchase agreement, will be duly executed, validly issued,
         fully paid and non-assessable, provided that the consideration therefor
         is not less than the par value thereof.

4.       With respect to the shares of any series of the Preferred Stock (the
         "Offered Preferred Stock"), when (i) the Registration Statement, as
         finally amended (including all necessary post-effective amendments),
         has become effective under the Securities Act; (ii) an appropriate
         prospectus supplement with respect to the shares of Offered Preferred
         Stock has been prepared, delivered and filed in compliance with the
         Securities Act and the applicable Regulations; (iii) the Board of
         Directors, including any appropriate committee appointed thereby and
         any delegate appointed by such committee, and appropriate officers of
         the Company have taken all necessary corporate action to approve the
         issuance and terms of the Offered Preferred Stock and related matters;
         (iv) the terms of the Offered Preferred Stock and of their issuance and
         sale have been established by all necessary corporate action in
         conformity with the Restated Certificate of Incorporation, including
         the certificate of designation relating to the Offered Preferred Stock
         (the "Certificate of Designation"), and the By-Laws of the Company so
         as not to violate any applicable law or result in a default under or
         breach of any agreement or instrument biding upon the Company and so as
         to comply with any requirement or restriction imposed by any court or
         governmental body having jurisdiction over the Company; (v) the filing
         of the Certificate of Designation with the Secretary of State of the
         State of Delaware has duly occurred; (vi) if the Offered Preferred
         Stock is to be sold pursuant to a firm commitment underwritten
         offering, the underwriting agreement with respect to the Offered
         Preferred Stock has been duly authorized, executed and delivered by the
         Company and the other parties thereto; (vii) the Offered Preferred
         Stock have been issued, sold and delivered in compliance with
         applicable federal and state laws and in the manner and for the
         consideration contemplated in the Registration Statement or any
         prospectus supplement relating thereto; and (viii) the certificates
         representing the shares of the Offered Preferred Stock have been duly
         executed and delivered by the proper officers of the Company to the
         purchasers thereof against payment of the agreed-upon consideration
         therefor in the manner contemplated in the Registration Statement or
         any prospectus supplement relating thereto, (1) the shares of the
         Offered Preferred Stock, when issued and sold in accordance with the
         applicable underwriting agreement or any other duly authorized,
         executed and delivered applicable purchase agreement, will be duly
         executed, validly issued, fully paid and non-assessable, provided that
         the consideration therefor is not less than the amount determined by
         the Board of Directors; and (2) if the shares of the Offered Preferred
         Stock are convertible into Offered Common Stock, the Offered Common
         Stock issuable upon conversion of the Offered Preferred Stock will be
         duly authorized, validly issued, fully paid and nonassessable, assuming
         the issuance of the Offered Common Stock upon conversion of the


                                       6
<PAGE>
         Offered Preferred Stock has been authorized by all necessary corporate
         action, that the Offered Preferred Stock has been converted in
         accordance with the terms of the Certificate of Designation and that
         the certificate evidencing such shares of Offered Common Stock are duly
         executed and delivered. In rendering the opinion set forth in clause
         (2) of this paragraph 4, I have assumed that, at the time of issuance
         of any Offered Common Stock upon conversion of the Offered Preferred
         Stock, the Restated Certificate of Incorporation, the By-Laws, the
         Certificate of Designation and the DGCL shall not have been amended so
         as to affect the validity of such issuance.

         I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also consent to the reference to me
under the caption "Legal Opinions" in the Registration Statement. In giving such
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Securities Act or the
Regulations.

                                             Very truly yours,


                                             /s/ Michael D. Cahn

                                             Associate General Counsel and
                                             Assistant Secretary


                                       7

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
