EXHIBIT 24
POWER OF ATTORNEY
The undersigned, Textron Inc. ("Textron") a Delaware corporation, and the
undersigned directors and officers of Textron, do hereby constitute and appoint
Terrence O'Donnell, Arnold M. Friedman, Michael D. Cahn and Ann T. Willaman, and
each of them, with full powers of substitution, their true and lawful attorneys
and agents to do or cause to be done any and all acts and things and to execute
and deliver any and all instruments and documents which said attorneys and
agents, or any of them, may deem necessary or advisable in order to enable
Textron to comply with the Securities and Exchange Act of 1934, as amended, and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with the filing of Textron's Annual Report on Form 10-K for the
fiscal year ended January 3, 2004, including specifically, but without
limitation, power and authority to sign the names of the undersigned directors
and officers in the capacities indicated below and to sign the names of such
officers on behalf of Textron to such Annual Report filed with the Securities
and Exchange Commission, to any and all amendments to such Annual Report, to any
instruments or documents or other writings in which the original or copies
thereof are to be filed as a part of or in connection with such Annual Report or
amendments thereto, and to file or cause to be filed the same with the
Securities and Exchange Commission; and each of the undersigned hereby ratifies
and confirms all that such attorneys and agents, and each of them, shall do or
cause to be done hereunder and such attorneys and agents, and each of them,
shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, Textron has caused this Power of Attorney to be
executed and delivered in its name and on its behalf by the undersigned duly
authorized officer and its corporate seal affixed, and each of the undersigned
has signed his or her name thereto, on this 25th day of February, 2004.
TEXTRON INC.
By: /s/ Lewis B. Campbell
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Lewis B. Campbell
Chairman,
President and Chief
Executive Officer
ATTEST:
/s/ Frederick K. Butler
- ----------------------------
Frederick K. Butler
Vice President and Secretary
/s/ Lewis B. Campbell /s/ Joe T. Ford
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Lewis B. Campbell Joe T. Ford
Chairman, President and Chief Executive Director
Officer, Director
/s/ H. Jesse Arnelle /s/ Paul E. Gagne
- ------------------ ---------------
H. Jesse Arnelle Paul E. Gagne
Director Director
/s/ Kathleen M. Bader /s/ John D. Macomber
- ------------------- ------------------
Kathleen M. Bader John D. Macomber
Director Director
/s/ Teresa Beck /s/ Lord Powell of Bayswater KCMG
- ------------- -------------------------------
Teresa Beck Lord Powell of Bayswater KCMG
Director Director
/s/ R. Kerry Clark /s/ Brian H. Rowe
- ---------------- ---------------
R. Kerry Clark Brian H. Rowe
Director Director
/s/ R. Stuart Dickson /s/ Sam F. Segnar
- ------------------- ---------------
R. Stuart Dickson Sam F. Segnar
Director Director
/s/ Ivor J. Evans /s/ Martin D. Walker
- --------------- ------------------
Ivor J. Evans Martin D. Walker
Director Director
/s/ Lawrence K. Fish /s/ Thomas B. Wheeler
- ------------------ -------------------
Lawrence K. Fish Thomas B. Wheeler
Director Director
/s/ Ted R. French
---------------
Ted R. French
Executive Vice President
and Chief Financial Officer
(principal financial officer)
/s/ Richard L. Yates
------------------
Richard L. Yates
Vice President and Controller
(principal accounting officer)