Textron (TXT) 10-Q 2000 Q2 Quarterly report

Exhibit 10.4

SUPPLEMENTAL RETIREMENT PLAN

FOR TEXTRON KEY EXECUTIVES

(Effective December 15, 1994)

Second Amendment

     Pursuant to Section 7.03 of the Supplemental Retirement Plan for Textron Key
Executives (the “Plan”), the Board of Directors of Textron Inc. (the “Board”) is
authorized to amend the Plan at any time. The Board adopted the following amendment
to the Plan at its September 27, 1997 meeting, effective upon adoption. The amendment
changes the definition of a “change in control” as used in the Plan to prevent the
inadvertent triggering of change in control provisions in transactions not involving an
actual change in control of Textron Inc.

1. The last paragraph of Section 7.04 of the Plan is amended to read as follows:

“For purposes of this Plan, a 'Change in Control' shall occur if (I) any 'person' or
'group' (within the meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the 'Act')) other than Textron, any trustee or
other fiduciary holding Textron Common Stock under an employee benefit plan
of Textron or a related company, or any corporation which is owned, directly or
indirectly, by the stockholders of Textron in substantially the same proportions as
their ownership of Textron Common Stock, is or becomes (other than by
acquisition from Textron or a related company) the 'beneficial owner' (as defined
in Rule 13d-3 under the Act) of more than thirty percent (30%) of the then
outstanding voting stock of Textron, or (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board (and
any new director whose election by the Board or whose nomination for election
by Textron's stockholders was approved by a vote of at least two-thirds of the
directors than still in office who either were directors at the beginning of such
period or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority thereof, or (iii) stockholders of
Textron approve a merger or consolidation of Textron with any other corporation,
other than a merger or consolidation which would result in the voting securities of
Textron outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting power of
the voting securities of Textron or such surviving entity outstanding immediately
after such merger or consolidation, or (iv) the stockholders of Textron approve a
plan of complete liquidation of Textron or an agreement for the sale or disposition
by Textron of all or substantially all of Textron's assets.”

IN WITNESS WHEREOF, Textron Inc. has caused this Amendment to be
executed by its duly authorized officer, to be effective as of September 27, 1997.

TEXTRON INC.

By ________________________________
John D. Butler
Executive Vice President Administration
and Chief Human Resources Officer