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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
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Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Textron Inc.
(Name of Registrant as Specified In Its Charter)
Textron Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[LOGO]
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NOTICE OF ANNUAL MEETING
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To Textron Shareholders:
The 1996 annual meeting of shareholders of Textron Inc. will be held on
Wednesday, April 24, 1996, at 10:30 a.m. AT THE CLOCK TOWER RESORT & CONFERENCE
CENTER, 7801 EAST STATE STREET, ROCKFORD, ILLINOIS for the following purposes:
1. To elect five directors in Class III for a term of three years in
accordance with Textron's By-Laws (Item 1).
2. To ratify the appointment of Ernst & Young LLP as Textron's
independent auditors for 1996, which is RECOMMENDED by the Board of
Directors (Item 2).
3. To consider and act upon the shareholder proposal set forth in the
accompanying Proxy Statement, which is OPPOSED by the Board of Directors
(Item 3).
4. To transact such other business as may properly come before the
meeting.
You are entitled to vote all shares of Common and Preferred Stock
registered in your name at the close of business on March 1, 1996. If you attend
the meeting and desire to vote in person, your proxy will not be used. If your
shares are held in the name of your broker or bank and you wish to attend the
meeting in person, you should request your broker or bank to issue you a proxy
covering your shares.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
A list of shareholders entitled to vote at the 1996 annual meeting will be
open to examination by any shareholder, for any purpose germane to the meeting,
for ten days prior to the meeting at Textron's corporate office, 40 Westminster
Street, Providence, Rhode Island 02903.
/s/ James F. Hardymon
James F. Hardymon
Chairman and
Chief Executive Officer
Providence, Rhode Island
March 14, 1996
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TEXTRON INC.
PROXY STATEMENT
GENERAL
This Proxy Statement, which is being mailed on or about March 14, 1996, to
each person entitled to receive the accompanying Notice of Annual Meeting, is
furnished in connection with the solicitation by the Board of Directors of
Textron Inc. of proxies to be voted at the annual meeting of shareholders to be
held on April 24, 1996, and at any adjournments thereof. Textron's principal
executive office is located at 40 Westminster Street, Providence, Rhode Island
02903.
All shareholders of record at the close of business on March 1, 1996, will
be entitled to vote. The stock transfer books will remain open. As of March 1,
1996, Textron had outstanding 85,978,117 shares of Common Stock; 263,292 shares
of $2.08 Cumulative Convertible Preferred Stock, Series A; and 115,588 shares of
$1.40 Convertible Preferred Dividend Stock, Series B (preferred only as to
dividends), each of which is entitled to one vote with respect to each matter to
be voted upon at the meeting. All shareholders vote as one class.
ELECTION OF DIRECTORS
The Board of Directors is composed of three classes of directors,
designated Class I, Class II and Class III. One class of directors is elected
each year to hold office for a three-year term and until successors of such
class are duly elected and qualified. It is the intention of the persons named
in the accompanying proxy, unless otherwise instructed, to vote to elect H.
Jesse Arnelle, Brian H. Rowe, Sam F. Segnar, Jean Head Sisco and Martin D.
Walker to Class III. Each nominee presently serves as a director of Textron.
Information is furnished below with respect to each nominee for election and
each director continuing in office.
NOMINEES FOR DIRECTOR
CLASS III -- NOMINEES FOR TERMS EXPIRING IN 1999
[Photo] H. JESSE ARNELLE DIRECTOR SINCE 1993
Mr. Arnelle, 62, is senior partner in the law firm of
Arnelle, Hastie, McGee, Willis & Greene, San Francisco. The
firm of Arnelle and Hastie, which he co-founded in 1985,
merged with McGee, Willis & Greene in 1994. He is a director
of FPL Group, Inc., Wells Fargo & Company and Wells Fargo
Bank, N.A., WMX Technologies, Inc., Eastman Chemical
Corporation, Armstrong World Industries and Union Pacific
Resources, Inc.
Mr. Arnelle is Chairman of the Board of Trustees of
Pennsylvania State University and a director of the National
Football Foundation and College Hall of Fame.
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[Photo] BRIAN H. ROWE DIRECTOR SINCE DECEMBER 1995
Mr. Rowe, 64, is the retired Chairman and now a
consultant of GE Aircraft Engines, General Electric Company, a
manufacturer of combustion turbine engines for aircraft,
marine and industrial applications, and Executive Vice
Chairman of American Regional Aircraft Industry, Inc. He
joined General Electric in 1957 and held various senior
management positions with GEAE. Mr. Rowe became President and
chief executive officer of GEAE in 1979 and Chairman in 1993,
serving in that capacity until his retirement in late 1994.
Mr. Rowe is a director of Atlas Air, Inc., B/E Aerospace,
Canadian Marconi, Fifth Third Bank and Stewart & Stevenson
Services, Inc.
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[Photo] SAM F. SEGNAR DIRECTOR SINCE 1982
Mr. Segnar, 68, is the retired Chairman and chief
executive officer of Enron Corporation and former Chairman of
the Board of Vista Chemical Co.
Mr. Segnar is a director of Hartmarx Corporation, Seagull
Energy Corporation, Gulf States Utilities Company, ProBank,
N.A. and Mapco Inc. and an advisory director of Pilko and
Associates Inc. He is a trustee of the John Cooper School, the
Texas A&M Institute of Bio-Science and Technology and the
Texas A&M School of Business Administration. He is a member of
the National Advisory Board of The First Commercial Bank
Corporation.
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[Photo] JEAN HEAD SISCO DIRECTOR SINCE 1975
Mrs. Sisco, 70, is a partner in the international trade
consulting firm of Sisco Associates. She is a director of The
Neiman Marcus Group, Inc., Santa Fe Pacific Gold Corporation,
Chiquita Brands International, Inc., Washington Mutual
Investors Fund, Inc., K-Tron International, Inc. and American
Funds -- Series I. She held various executive offices with the
Washington, D.C. department store chain of Woodward & Lothrop
from 1950 to 1974. She served as a consultant on governmental
and public affairs to the American Retail Federation from 1974
to 1977. She is Treasurer of Reading is Fundamental, past
Chairman of the National Association of Corporate Directors,
Chairman of the Leadership Foundation and Secretary of the
International Women's Forum.
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[Photo] MARTIN D. WALKER DIRECTOR SINCE 1986
Mr. Walker, 63, is Chairman, chief executive officer and
a director of M. A. Hanna Company, an international specialty
chemicals company. He joined and assumed his current position
at the company in 1986. From 1982 to 1986, Mr. Walker was
Executive Vice President and a member of the Office of the
Chief Executive of Rockwell International Corporation, a
multi-industry company engaged in electronics, aerospace,
automotive and graphics businesses. Mr. Walker served as
Senior Vice President of Rockwell and President of its
Automotive Operations from 1978 to 1982. Mr. Walker was a
director of Ex-Cell-O Corporation from 1983 until its
acquisition by Textron in 1986.
Mr. Walker is a director of Comerica, Inc., The Reynolds and Reynolds
Company and The Timken Company.
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DIRECTORS CONTINUING IN OFFICE
CLASS I -- TERMS EXPIRE IN 1997
[Photo] LEWIS B. CAMPBELL DIRECTOR SINCE 1994
Mr. Campbell, 49, is President and chief operating
officer of Textron. He joined Textron in September 1992 as
Executive Vice President and chief operating officer and
assumed his present position in January 1994. Prior to joining
Textron he was a Vice President of General Motors Corporation
and General Manager of its GMC Truck Division. He began his
career at General Motors in 1968 and progressed through
various product design, engineering, manufacturing and
management positions. Mr. Campbell served as a Vice President
of General Motors and General Manager of its Flint Automotive
Division Buick-Oldsmobile-Cadillac Group from 1988 to 1991 and
became General Manager of its GMC Truck Division in 1991. Mr. Campbell is a
director of Avco Financial Services, Inc., The Paul Revere Corporation and
Citizens Financial Group, Inc.
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[Photo] R. STUART DICKSON DIRECTOR SINCE 1984
Mr. Dickson, 66, was Chairman of the Board of Ruddick
Corporation, a diversified holding company with interests in
industrial sewing thread, regional supermarkets, business
forms and venture capital businesses, from 1968 until February
1994. Mr. Dickson currently serves as Chairman of the Ruddick
Executive Committee. Mr. Dickson is a director of Ruddick
Corporation, First Union Corporation, PCA International,
United Dominion Industries and Dimon Inc.
He is Chairman of the Charlotte-Mecklenburg Hospital
Authority and a trustee of Davidson College.
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[Photo] JOHN D. MACOMBER DIRECTOR SINCE 1993
Mr. Macomber, 68, is Principal of JDM Investment Group, a
private investment firm. He joined the firm as Principal in
1992. Mr. Macomber was chief executive officer of Celanese
Corporation, a diversified chemical company, from 1977 to 1986
and also served as Chairman from 1980 to 1986. He served as
Chairman and President of the Export-Import Bank of the United
States from 1989 to 1992. He is a director of Bristol Myers
Squibb Co., The Brown Group, Inc., Lehman Brothers Holdings
Inc., Pilkington Ltd. and Xerox Corporation. He is also a
director of The Atlantic Council of the United States, The
French-American Foundation and the National Executive Services
Corps. Mr. Macomber is a member of the Advisory Board of the Yale School of
Management, the Center for Strategic and International Studies and STRIVE. He is
also a member of the Council on Foreign Relations and the Bretton Woods
Committee.
Mr. Macomber is Chairman of the Council for Excellence in Government and a
trustee of Carnegie Institute of Washington.
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[Photo] JOHN W. SNOW DIRECTOR SINCE 1991
Mr. Snow, 56, is Chairman, President, chief executive
officer and a director of CSX Corporation, an international
transportation company that offers a variety of rail,
container-shipping, trucking and barge services. He joined a
predecessor company of CSX Corporation in 1977 as Vice
President-Government Affairs and progressed through various
executive positions. Mr. Snow became President and a director
of CSX Corporation in 1988, chief executive officer in 1989
and Chairman in 1991.
Mr. Snow is a director of USX Corporation, NationsBank
Corporation and Bassett Furniture Industries, Inc., Chairman
of the Business Roundtable and a member of the board of trustees of Johns
Hopkins University.
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CLASS II -- TERMS EXPIRE IN 1998
[Photo] PAUL E. GAGNE DIRECTOR SINCE DECEMBER 1995
Mr. Gagne, 49, is President and chief executive officer
of Avenor Inc., a forest products company formerly known as
Canadian Pacific Forest Products Ltd. He joined Avenor in 1981
as chief internal auditor and progressed through various
executive positions. Mr. Gagne became President and chief
operating officer in 1990 and assumed his present position in
1991.
Mr. Gagne is Chairman of Pacific Forest Products Ltd., a
subsidiary of Avenor, a director of Inmet Mining Corporation,
Liquid Carbonic Inc. and Textron Canada Limited. He is a
member of the board of C.D. Howe Institute and the Conference Board of Canada
and a director of the World Business Council for Sustainable Development.
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[Photo] JAMES F. HARDYMON DIRECTOR SINCE 1989
Mr. Hardymon, 61, is Chairman and chief executive officer
of Textron. He joined Textron in December 1989 as President
and chief operating officer, became chief executive officer in
January 1992, assumed the additional title of Chairman in
January 1993 and relinquished the title of President to Mr.
Campbell in January 1994. Prior to joining Textron, Mr.
Hardymon was President, chief operating officer and a director
of Emerson Electric Co., a global manufacturer of electrical
and electronic products and systems. Mr. Hardymon joined
Emerson Electric's Browning Manufacturing Division in 1961 and
progressed through various executive positions at Emerson. Mr.
Hardymon served as Vice Chairman and chief operating officer
of Emerson from 1987 to 1988, and then served as President and
chief operating officer of Emerson until joining Textron in 1989. Mr. Hardymon
also served as a director of Emerson from 1987 until he joined Textron. Mr.
Hardymon is a director of Avco Financial Services, Inc., The Paul Revere
Corporation and Fleet Financial Group, Inc., a trustee of the University of
Kentucky and a member of the board of the National Association of Manufacturers.
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[Photo] BARBARA SCOTT PREISKEL DIRECTOR SINCE 1975
Mrs. Preiskel, 71, is a director of the American Stores
Company, General Electric Company, Massachusetts Mutual Life
Insurance Company and The Washington Post Company. She is
Chairman of New York Community Trust, a trustee of Wellesley
College and a trustee of Tougaloo College. Mrs. Preiskel is a
former Senior Vice President and General Counsel of the Motion
Picture Association of America, Inc. She joined the
Association in 1959 as Deputy Attorney, was elected a Vice
President in 1971 and served as Senior Vice President from
1977 to 1983.
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[Photo] THOMAS B. WHEELER DIRECTOR SINCE 1993
Mr. Wheeler, 59, is President, chief executive officer
and a director of Massachusetts Mutual Life Insurance Company.
He was a member of the Massachusetts Mutual field sales force
from 1962 to 1983, served as Executive Vice President of
Massachusetts Mutual's insurance and financial management line
from 1983 to 1986, became President and chief operating
officer in 1987 and assumed his current position in 1988. He
is a director of the Bank of Boston Corporation.
Mr. Wheeler is Chairman of Jobs for Massachusetts and
Springfield College, a trustee of the Basketball Hall of Fame
and the Springfield Orchestra Association and a member of the
Yale University Development Board.
THE BOARD OF DIRECTORS
Meetings and Organization
During 1995, the Board of Directors met nine times. The Executive Committee
of the Board did not meet during 1995. The Board has standing Audit, Nominating
and Board Affairs, Organization and Compensation, and Pension Committees.
Compensation of Directors
For their service on the Board, non-employee directors are paid an annual
retainer of $38,000 plus $1,200 for each meeting of the Board attended.
Non-employee directors who serve on the Executive Committee or one of the
standing committees receive $1,200 for each committee meeting attended; and the
chairman of each standing committee receives an additional $5,000 per year.
Textron maintains a deferred income plan for non-employee directors under
which they may defer all or part of their cash compensation, until retirement
from the Board. Deferrals are made either into an interest bearing account or
into an account consisting of Textron stock units, which are equivalent in value
to Textron Common Stock. Directors must defer a minimum of $13,250 of their
annual retainer into the stock unit account. At the end of each calendar
quarter, Textron will contribute to the stock unit account an additional amount
equal to 25 percent of the amount deferred by the director into this account
during the quarter. One half of this additional amount will vest on December 31
of the year in which payment was deferred and one-half on the next December 31.
Textron also credits dividend equivalents to the stock unit account.
Non-employee directors who have completed at least five years of service as
a Textron director prior to retirement from the Board of Directors are eligible
to participate in a pension plan. Each director who qualifies will receive an
annual pension benefit in an amount equal to the annual retainer in effect at
the time of the director's retirement, commencing after the later of the
director's retirement or seventieth birthday, subject to acceleration by the
Board to any date after a retired director's sixty-fifth birthday and, in the
case of retirement
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due to total disability, to any date after such retirement. The pension will
continue for the life of the retired director.
Each non-employee director has received 1,000 restricted shares of Textron
Common Stock. Except in the case of the director's death or disability or a
change in control of Textron (as described below under the heading "Employment
Contracts and Change In Control Arrangements" on page 18 of this Proxy
Statement), the director may not sell or transfer the shares until he or she has
completed all of his or her successive terms as a Director and is eligible to
receive benefits under Textron's pension plan for non-employee directors.
Employee directors do not receive fees or other compensation for their
service on the Board or its committees. Each member of the Board is reimbursed
for expenses incurred in connection with each Board or committee meeting
attended.
Audit Committee
The Audit Committee recommends to the Board the selection of independent
auditors to conduct the annual audit of Textron's financial statements; reviews
the scope and costs of the audit plans of the independent auditors and internal
auditors and the scope and costs of non-audit services provided by the
independent auditors; reviews with management and the independent auditors
Textron's annual financial statements; reviews Textron's programs to ensure
compliance with Textron policies; and reviews with management, the independent
auditors and the internal auditors Textron's internal accounting controls. The
Audit Committee is available to meet privately and separately with the
independent auditors and the internal auditors without management being present.
The following four non-employee directors presently comprise the Audit
Committee: Mrs. Sisco (Chairman), Mr. Dickson, Mr. Macomber and Mr. Wheeler.
During 1995, the Audit Committee met five times. Various members of management
are regularly invited to be present at Audit Committee meetings. The Vice
President-Audit and Business Ethics has direct access to the Audit Committee and
to Textron's chief executive officer.
Nominating and Board Affairs Committee
The Nominating and Board Affairs Committee reviews the qualifications of,
and recommends to the Board, individuals for nomination by the Board as
directors of Textron. Textron's By-Laws contain a provision which imposes
certain requirements upon nominations for directors other than those made by the
Board. In making its recommendations to the Board, the Nominating and Board
Affairs Committee will consider suggestions from a variety of sources, including
shareholders, regarding possible candidates. Shareholders wishing to recommend
individuals as candidates for nomination by the Board should submit their
recommendations in writing by December 1 of the year preceding the annual
meeting of shareholders to the Nominating and Board Affairs Committee, c/o
Office of the Secretary, Textron Inc., 40 Westminster Street, Providence, Rhode
Island 02903, along with a description of the proposed candidate's
qualifications and other pertinent biographical information as well as a written
consent from the proposed candidate. In addition, the Nominating and Board
Affairs Committee conducts reviews and makes recommendations to the Board on the
organization of the Board, Board compensation, overall performance of the Board
and other matters of corporate governance. The following four non-employee
directors presently comprise the Nominating and Board Affairs Committee: Mrs.
Preiskel (Chairman), B.F. Dolan, Mr. Macomber and Mr. Segnar. Mr. Dolan has
elected not to stand for re-election to the Board. The Nominating and Board
Affairs Committee met twice during 1995.
Organization and Compensation Committee
The Organization and Compensation Committee recommends to the Board
compensation arrangements for senior executive officers and approves
compensation arrangements for other executive officers. In addition, the
Organization and Compensation Committee reviews the responsibilities and
performance of senior executive officers, plans for their succession, and
approves changes in executive officers. The following five non-employee
directors presently comprise the Organization and Compensation Committee: Mr.
Walker (Chairman),
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Mr. Arnelle, Mr. Segnar, Mrs. Sisco and Mr. Snow. During 1995, the Organization
and Compensation Committee met four times.
Pension Committee
The Pension Committee is responsible for overseeing the operations of
Textron's tax-qualified retirement plans. The Pension Committee recommends to
the Board the selection of independent actuaries and auditors for the major
qualified plans and reviews the management of investments, the accounting for
and the valuation of plans, and any material changes in their design and
funding. The following four non-employee directors presently comprise the
Pension Committee: Mr. Wheeler (Chairman), Mr. Arnelle, Mr. Dickson and Mrs.
Preiskel. The Pension Committee met twice during 1995.
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
The following table lists all shareholders known by Textron to own
beneficially more than five percent of any class of Textron's voting stock as of
December 31, 1995:
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- ---------------------- ------------------- ----------------- --------
<S> <C> <C> <C>
Common Stock.......... Bankers Trust Company, 280 Park Avenue, 15,368,136 shares(1) 18.1%
New York, New York 10017
Common Stock.......... The Capital Group Companies, Inc. 5,542,100 shares(2) 6.5%
333 South Hope Street
Los Angeles, California 90071
<FN>
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(1) Bankers Trust Company has informed Textron that the reported number
includes 734,585 shares as to which Bankers Trust Company has sole voting power
and 13,300 shares as to which it shares voting power, 1,390,310 shares as to
which it has sole investment power and 4,600 shares as to which it shares
investment power, 28,590 shares which it holds as Trustee under the Paul Revere
Savings Plan and as to which it disclaims any beneficial interest and 13,944,636
shares (16.42% of the class) which it holds as Trustee under the Textron Savings
Plan and as to which it disclaims any beneficial interest. Shares held by
Bankers Trust Company as Trustee under the Textron Savings Plan and Paul Revere
Savings Plan will be voted at the annual meeting in accordance with instructions
from the participants in the Plans, or, in the absence of instructions, by
Bankers Trust Company as Trustee in accordance with the Plans.
(2) Pursuant to a statement filed by The Capital Group Companies, Inc. with
the Securities and Exchange Commission in accordance with Rule 13d of the
Securities Exchange Act of 1934 on behalf of itself, The Capital Group
Companies, Inc. has reported that it has sole voting power over 2,563,800 shares
and sole investment power over 5,542,100 shares. The Capital Group Companies,
Inc. disclaims any beneficial interest in the shares.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
Set forth below in the column headed "Number of Shares of Common Stock" are
the number of shares of all classes of Textron stock beneficially owned by each
director of Textron, by each executive officer of Textron named in the Summary
Compensation Table on page 17 of this Proxy Statement and by all current
directors and executive officers as a group. Directors and executive officers as
a group beneficially owned 1.05% of the outstanding shares of Common Stock.
Ownership indicated is as of December 31, 1995.
The column headed "Number of Shares of Common Stock" includes shares held
for Textron executive officers by the bank trustee under the Textron Savings
Plan, shares obtainable upon the exercise of stock options exercisable within 60
days of December 31, 1995, and shares held jointly. Each director and officer
has sole
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voting and investment power over his or her shares, except in those cases in
which the voting or investment power is shared with the bank trustee under the
Textron Savings Plan or as otherwise noted. An objective of Textron's director
and executive compensation programs is to align the financial interests of the
directors and the executive officers with that of shareholders. Accordingly, the
value of a significant portion of the directors' and the executive officers'
total compensation is dependent upon the value they generate on behalf of
Textron shareholders. The column headed "Total Common Stock-Based Holdings"
includes Textron Common Stock beneficially owned and other Common Stock-based
holdings in the form of stock units, performance share units, restricted stock,
retirement stock incentive units and cash equivalent share awards (the value of
which will increase or decrease in relation to the increase or decrease in the
price of Textron Common Stock).
<TABLE>
<CAPTION>
NUMBER TOTAL
OF SHARES COMMON STOCK-
NAME OF COMMON STOCK(1)(2) BASED HOLDINGS
---- --------------------- --------------
<S> <C> <C>
H. Jesse Arnelle....................................... 1,111 1,699
Lewis B. Campbell...................................... 86,119 166,516
R. Stuart Dickson...................................... 21,233 21,764
B. F. Dolan............................................ 69,517 72,203
Paul E. Gagne.......................................... 1,000 1,000
James F. Hardymon...................................... 175,175 922,451
Stephen L. Key......................................... 112 40,314
John D. Macomber....................................... 5,597 6,083
Richard A. McWhirter................................... 71,089 107,875
Barbara Scott Preiskel................................. 2,745 5,950
Brian H. Rowe.......................................... 1,000 1,000
Sam F. Segnar.......................................... 1,965 4,876
Jean Head Sisco........................................ 2,003 3,482
John W. Snow........................................... 1,992 4,745
Martin D. Walker....................................... 1,748 4,976
William F. Wayland..................................... 37,534 94,163
Thomas B. Wheeler...................................... 1,058 4,199
All current Directors and Executive Officers as a
Group (37 persons)................................... 894,581(3) 2,103,996
<FN>
- ---------------
(1) Includes the following shares as to which voting and investment powers
are shared: Mr. Dickson -- 17,000; Mr. Segnar -- 500; and Mr. Snow -- 1,000.
(2) Includes the following shares obtainable upon the exercise of stock
options exercisable within 60 days of December 31, 1995: Mr. Campbell -- 81,999;
Mr. Hardymon -- 157,325; Mr. McWhirter -- 57,624; and Mr. Wayland -- 31,499.
(3) Includes 19,400 shares as to which voting and investment powers are
shared and 645,972 shares obtainable upon the exercise of stock options
exercisable within 60 days of December 31, 1995.
</TABLE>
------------------------
As required by Securities and Exchange Commission rules, Textron notes that
two Form 4 reports by Mr. Macomber, concerning transactions involving shares of
Textron Common Stock, were filed after the due date.
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REPORT OF THE ORGANIZATION AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Organization and Compensation Committee of the Board of Directors has
furnished the following report on executive compensation:
EXECUTIVE COMPENSATION PHILOSOPHY
The objective of Textron's executive compensation program is to attract and
retain the most qualified executives to lead our diversified corporation and to
motivate them to produce strong financial performance for the benefit of our
shareholders. To meet this objective, the total compensation program is designed
to be competitive with the total compensation programs provided by other
corporations of comparable revenue size in industries with which we compete for
customers and executives, and to provide total compensation opportunities at or
above the 75th percentile of those corporations for achieving outstanding
performance. Total compensation opportunities for 1995 for the chief executive
officer and for the other executive officers in general were consistent with
this philosophy. In determining competitive compensation for each of the
components of executive compensation described below, Textron analyzes data from
several independent compensation surveys. The companies included in the
compensation surveys (the "surveyed companies") are not identical to those
included in the peer group compiled for the performance graph on page 19 of this
Proxy Statement, although many companies are included in both groups. The number
of surveyed companies is greater than the number of companies included in the
peer group.
EXECUTIVE COMPENSATION PROGRAM
Each year the Organization and Compensation Committee, which is comprised
entirely of outside directors, recommends to the Board of Directors compensation
arrangements for senior executive officers, including the officers named in the
Summary Compensation Table on page 14 of this Proxy Statement (the "Named
Officers") and approves compensation arrangements for other executive officers.
Such compensation arrangements include annual salary levels, salary grade
ranges, annual and long-term incentive plan design, participation and grants
thereunder, standards of performance for new grants, and payouts from past
grants. The full Board of Directors unanimously approved the recommendations
made by the Organization and Compensation Committee for 1995. Messrs. Hardymon
and Campbell did not, however, participate in the deliberations of the
Organization and Compensation Committee or Board of Directors regarding their
own compensation.
Textron's executive compensation program is comprised of three principal
components: salary, annual incentive compensation and long-term incentive
compensation.
SALARY
Salary ranges for Textron's executive officers, which were increased by 2.7
percent for 1995, were set so that the midpoints of the ranges approximate the
50th percentile for comparable positions in the surveyed companies. Individual
salaries were considered for adjustment periodically, based on position in
salary range, individual performance and potential, and/or change in duties or
level of responsibility.
ANNUAL INCENTIVE COMPENSATION
All executive officers participate in Textron's Annual Incentive
Compensation Plan. In 1995, target annual incentive compensation opportunities
were established so that the combination of base salary and target annual
incentive awards (60% of salary for the chief executive officer and the chief
operating officer and 50% of salary for the other Named Officers) would
approximate the 50th percentile of compensation for
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<PAGE> 12
comparable positions in the surveyed companies. Annual incentive payments are
generally limited to twice the target award level, but the Committee can make
payments above these levels if it deems performance warrants. The factors
considered by the Committee in recommending 1995 incentive compensation payments
for executive officers included the degree to which certain overall corporate
and individual performance objectives were achieved. In determining the level of
1995 annual incentive compensation for the executive officers, the Committee
evaluated performance relative to three key corporate financial objectives:
earnings per share, free cash flow and return on equity. The 1995 results
significantly exceeded objectives in all three areas. Individual awards were
also based on the Committee's assessment of each executive officer's performance
against non-financial objectives which reflect their specific responsibilities.
The annual incentive compensation earned by the Named Officers is reported in
the "Bonus" column of the Summary Compensation Table on page 14 of this Proxy
Statement.
LONG-TERM INCENTIVE COMPENSATION
Under the Textron 1994 Long-Term Incentive Plan (the "1994 Plan"),
executive officers may be granted stock options, performance share units, or
both. Ranges established by the Committee for stock option and performance share
unit grants enable the Committee to make grants that can produce total
compensation opportunities at or above the 75th percentile of competitive
practice at the surveyed companies as warranted by performance.
1995 Grants of Stock Options
Pursuant to the 1994 Plan, the Committee recommended to the Board of
Directors the number of stock options to be granted based on the executive
officer's functions and responsibilities, past and expected future performance,
potential contributions to Textron's profitability and growth and prior option
grants. Overall past corporate performance was not considered in determining the
number of stock options to be granted. In accordance with the 1994 Plan, stock
options granted in 1995 were at a purchase price equal to 100% of the fair
market value of Textron Common Stock at the time of the option grant. The grants
were made within the ranges referred to above under the heading, "Long-Term
Incentive Compensation." Information on the stock options granted during fiscal
year 1995 to the Named Officers appears in the table on page 16 of this Proxy
Statement.
1995 Payouts of Previously Granted Performance Share Units
The Textron 1990 Long-Term Incentive Plan was revised in 1992 to further
align Textron's executive compensation program with shareholders' interests by
granting executive officers performance share units instead of performance
units. The 1995 payouts to executive officers were for performance share units
granted for the three-year performance cycle ending December 30, 1995. The
Committee recommended to the Board of Directors payouts in a range of 40% to
100% of such performance share unit grants. The payouts were generally based 75%
on three-year aggregate earnings per share and 25% on the Committee's evaluation
of free cash flow, balance sheet strength, shareholder value and the executive
officer's performance. Two of the executive officers, including Mr. Key, who
joined Textron in 1995, did not receive payouts with respect to previously
granted performance share units but instead each received a payment representing
the lost value of a long-term incentive award from a prior employer. Information
on the 1995 payouts to the Named Officers of previously granted performance
share units appears in the table on page 14 of this Proxy Statement.
1995 Performance Share Unit Grants
For the three-year performance cycle starting at the beginning of 1996,
each performance share unit granted and earned under the 1994 Plan will be
valued for payment purposes at the market value of Textron Common Stock at the
end of the three-year performance period. The Committee recommended to the Board
11
<PAGE> 13
of Directors the number of performance share units to be granted to executive
officers for the 1996-1998 performance cycle based on the functions and
responsibilities of the executive officer and the executive officer's potential
contributions to Textron's profitability and growth. The number of performance
share units granted in prior years was taken into consideration in making the
new grants, but past corporate performance was not specifically taken into
consideration. Grants of 1996-1998 performance share units were made to
executive officers within the ranges previously referred to under the heading,
"Long-Term Incentive Compensation," on page 11 of this Proxy Statement. The
number of 1996-1998 performance share units that will actually be earned will
generally be based 75% on earnings per share growth and 25% on the Committee's
evaluation of balance sheet strength/asset management, shareholder value (common
stock price, book value per common share, dividends, and common stock price
performance versus proxy peer group) and the executive officer's individual
performance. During 1995, performance share units were also granted to newly
hired executive officers, including Mr. Key, for a special 1995-1996 performance
cycle and the 1995-1997 performance cycle. Such grants were made as described
above. Information on the 1995 grants of performance share units appears in the
table on page 17 on this Proxy Statement.
STOCK OWNERSHIP
An objective of Textron's executive compensation program is to align the
financial interests of the executive officers with the best interests of
shareholders. The Committee also seeks to promote stock ownership and to base a
substantial component of the executive officers' total compensation on the value
they generate on behalf of Textron's shareholders.
In addition to the Long-Term Incentive Plan described above, the Textron
Deferred Income Plan, in which all named officers participate, provides that
annual incentive compensation earned in excess of 100% of target must be
deferred in stock units which are equivalent in value to shares of Textron
Common Stock. The Deferred Income Plan also provides participants the
opportunity to defer up to 25% of base salary and up to 100% of annual and
long-term incentive compensation. Elective deferrals may be invested in either
an interest bearing account or in a stock unit account. Textron contributes a
25% premium on amounts the executives elect to defer in the stock unit account.
For 1996 and later years at least 50% of elective deferrals must be invested in
stock units.
CEO COMPENSATION
As in the past, in determining the overall level of Mr. Hardymon's
compensation and each component thereof, the Committee took into consideration
information provided by independent, professional compensation consultants. As
reported in the Summary Compensation Table on page 14 of this Proxy Statement,
Mr. Hardymon's salary was $925,000 for 1995. In determining this amount, the
Committee took into account his performance and the fact that, Mr. Hardymon's
1994 base salary of $825,000 was below the 50th percentile of compensation paid
to chief executive officers at the surveyed companies. The increase for 1995
placed Mr. Hardymon's base salary at approximately the 60th percentile for his
position.
The Committee recommended and the Board approved a 1995 annual incentive
award of $1,350,000 reflecting the Committee's assessment of Mr. Hardymon's
performance against his objectives. Specifically, the Committee determined that
Mr. Hardymon exceeded all of his objectives, including the objectives relative
to three of the key financial measurements in the Textron plan: earnings per
share, free cash flow and return on equity. Mr. Hardymon's non-financial
objectives consisted of (1) maintaining shareholder value at or above that of
Textron's proxy peer group, (2) bringing "challenged" divisions to an acceptable
return level or rationalizing or divesting them, (3) putting more emphasis on
the growth (international markets and acquisitions) portion of Textron's
long-term strategic plan, (4) working with the corporate human resources
steering committee to oversee the development of Textron's high potential
employees with emphasis on
12
<PAGE> 14
female and minority advancement, (5) aiding the Nominating and Board Affairs
Committee of the Board in filling the open director slots and (6) continuing to
maintain the favorable public image enjoyed by Textron with each of its
constituencies. All of the non-financial objectives were fully achieved and Mr.
Hardymon's performance was considered exemplary by the Committee and the Board.
Based on competitive compensation information which the Committee has reviewed,
the Committee believes that for 1995, Mr. Hardymon's annual compensation (salary
plus annual incentive compensation) was marginally above the 75th percentile of
the surveyed companies.
The Committee determined that all of the performance share units granted to
Mr. Hardymon for the 1993-1995 performance cycle were earned since aggregate
earnings per share (upon which 75% of the award was based) exceeded the targeted
level for that period and performance objectives in the following areas (upon
which 25% of the award was based) were achieved or exceeded: aggregate
three-year free cash flow, balance sheet strength/asset management and
shareholder value, as measured by return on equity, debt to total capital ratio,
book value per common share, common stock price, annual dividend rate and market
value of common shares outstanding. The value of the 1993-1995 performance share
units earned by Mr. Hardymon was $1,449,000 and was determined by multiplying
the number of earned performance share units by the market price of Textron
Common Stock in January 1996. The value of the units earned was favorably
impacted by the significant (approximately 70%) increase in the market value of
Textron Common Stock since the units were granted in December 1992.
Mr. Hardymon received an award of 25,000 performance share units for the
1996-1998 cycle. This award compares to 30,000 performance share units granted
for the 1995-1997 cycle. The decrease in the number of the performance share
units granted for the 1996-1998 cycle reflects the increased market value of
Textron Common Stock. Mr. Hardymon was not granted any stock options in 1994 or
in 1995 and the Committee does not intend to grant him any further stock
options. Instead, the Committee granted Mr. Hardymon 500,000 retirement stock
incentive units in 1994, designed to retain him and reward him commensurately
with total shareholder returns during the next five years. The retirement stock
incentive units, which are payable in cash upon retirement, or earlier in
certain cases, provide incentive compensation opportunities identical to stock
options, since payouts will equal the increase in market price of Textron Common
Stock on the date of payment over the market price on the date the units were
granted.
Mr. Hardymon also received compensation under various Textron benefit and
compensation plans. (See footnotes (2), (4) and (5) to the Summary Compensation
Table on page 14 of this Proxy Statement.)
TAX CONSIDERATIONS
Section 162(m) of the Internal Revenue Code provides that no U.S. income
tax deduction is allowable to a publicly held corporation for compensation in
excess of $1 million paid to the chief executive officer or any other employee
whose compensation is required to be reported in the Summary Compensation Table,
if those individuals are employed by the corporation at year end.
"Performance-Based Compensation" is exempt from the $1 million limitation.
Performance-Based Compensation must be based upon meeting pre-established and
objective performance goals under a plan which has been approved by
shareholders. Performance goals are not objective if the Committee has any
discretion to pay amounts in excess of those earned in accordance with the
achievement of pre-established performance criteria or to pay such compensation
when the performance criteria are not met. Compensation deferred under the
Deferred Income Plan for Textron Key Executives is not subject to the $1 million
limitation.
Textron's current policy is to preserve Committee discretion in determining
awards earned under Textron's annual and long-term incentive plans. Textron
stock options granted under the 1994 Plan do qualify as Performance-Based
Compensation.
13
<PAGE> 15
The Deferred Income Plan for Textron Key Executives encourages individuals,
including those whose income might otherwise be subject to the $1 million
limitation, to defer incentive compensation amounts until the individual's
employment with Textron ends, at which time the deductibility of such
compensation will not be subject to Section 162(m). In addition, annual
incentive compensation payable to executive officers in excess of target levels
must be deferred. Consequently, Textron believes that the $1 million limitation
of Section 162(m) of the Internal Revenue Code will not have a material effect
on Textron's income tax expense in the near term. The Committee will continue to
assess the effect of these tax rules on Textron.
This report is submitted by the Organization and Compensation Committee.
MARTIN D. WALKER, CHAIRMAN
H. JESSE ARNELLE
SAM F. SEGNAR
JEAN HEAD SISCO
JOHN W. SNOW
<TABLE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth information concerning
compensation of (i) Textron's chief executive officer at the end of 1995 and
(ii) the four most highly compensated executive officers of Textron other than
the chief executive officer, who were serving as executive officers at the end
of 1995 (collectively, the "Named Officers"), for Textron's 1993, 1994 and 1995
fiscal years. Compensation which was deferred by the Named Officers under
Textron's Deferred Income Plan is included below as compensation paid.
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------ ------------------------------------------------
AWARDS PAYOUTS
----------------------------------- -----------
RESTRICTED SECURITIES LTIP
NAME AND PRINCIPAL STOCK AWARDS UNDERLYING PAYOUTS ALL OTHER
POSITION(1) YEAR SALARY ($) BONUS ($) ($)(4) OPTIONS/SARS (#) ($) COMPENSATION ($)(5)
- ------------------- ----- ---------- ------------ ----------------- ---------------- ----------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. F. Hardymon 1995 $925,000 $1,472,000(2) $ 122,000 -0- $1,449,000 $325,393
Chairman and 1994 825,000 1,000,000 -0- 500,000 481,000 257,878
Chief Executive 1993 725,000 950,000 250,102 50,000 381,656 214,805
Officer
L. B. Campbell 1995 530,000 550,000 1,848,438 40,000 514,395 159,016
President and 1994 450,000 530,000 -0- 50,000 235,363 138,826
Chief Operating 1993 366,666 740,760 -0- 42,000 -0- 105,390
Officer
W. F. Wayland 1995 385,000 320,000 -0- 17,500 492,660 105,754
Executive Vice 1994 350,000 350,000 -0- 23,000 184,075 100,590
President 1993 325,000 340,000 99,484 20,000 179,184 87,139
Administration and
Chief Human
Resources Officer
S. L. Key 1995 272,700 927,000(3) 1,138,750 37,500 -0- 4,010
Executive Vice 1994
President and 1993
Chief Financial
Officer
R. A. McWhirter 1995 315,000 235,825(2) 15,825 12,000 449,190 81,395
Executive Vice 1994 300,000 260,000 -0- 18,000 126,600 81,472
President and 1993 285,000 260,000 32,829 26,600 131,316 72,347
Corporate Secretary
(footnotes on following page)
</TABLE>
14
<PAGE> 16
(1) Mr. Campbell became President and Chief Operating Officer in January 1994;
he was previously Executive Vice President and Chief Operating Officer. Mr.
Key joined Textron as Executive Vice President and Chief Financial Officer
in April 1995. Mr. McWhirter became Executive Vice President and Corporate
Secretary in April 1995; he was previously Executive Vice President and
Chief Financial Officer.
(2) The amounts listed as paid to Messrs. Hardymon and McWhirter for 1995
include vested contributions made by Textron ($122,000 in the case of Mr.
Hardymon, and $15,825 in the case of Mr. McWhirter) as a result of their
respective elections to defer all or part of their annual and/or long term
incentive compensation into the stock unit fund of the Deferred Income
Plan.
(3) The amount listed as paid to Mr. Key for 1995 includes $557,000 to replace
lost compensation awards from his prior employer.
(4) Amounts listed are not restricted stock but are unvested contributions made
by Textron under the Deferred Income Plan as a result of the officers'
elections to defer all or part of their annual and/or long-term incentive
compensation or a part of their salary into the stock unit fund of the
Deferred Income Plan. These contributions are credited in the form of stock
units, which are not actual shares of stock but are units paid in cash with
a value that varies with the price of Textron Common Stock.
As of December 30, 1995, 2,427 unvested stock units with a market value of
$163,823 were credited to the account of Mr. Hardymon and 315 unvested stock
units with a market value of $21,263 were credited to the account of Mr.
McWhirter. Upon Mr. Hardymon's retirement from Textron on or after November
30, 1999, or if his employment ends earlier because of disability or death,
he or his estate will be entitled to receive 50,000 shares of Textron Common
Stock, the value of which on December 31, 1995 was $3,375,000.
The amount listed for Mr. Campbell was the market value at the time of grant
of a retention award, pursuant to which Mr. Campbell will receive the cash
equivalent of 25,000 shares of Textron Common Stock provided he remains in
Textron's employment through January 1, 2001. As of December 30, 1995, the
market value of the 25,000 shares was $1,687,500.
The amount listed for Mr. Key was the market value of a stock award,
pursuant to which Textron will pay Mr. Key the cash equivalent of 20,000
shares of Textron common stock following his retirement provided he retires
from Textron at or after age 65. As of December 30, 1995, the market value
of the 20,000 shares was $1,350,000.
(5) Amounts listed as "All Other Compensation" for 1995, are comprised of the
following: (i) Textron's contributions under the Textron Savings Plan and
the Savings Plan component of the Supplemental Benefits Plan of $46,250,
$26,500, $19,250, $4,010, and $15,750 for Messrs. Hardymon, Campbell,
Wayland, Key and McWhirter, respectively, and (ii) Textron's contributions
under the Profit Sharing component of the Supplemental Benefits Plan of
$279,143, $132,516, $86,504 and $65,645 for Messrs. Hardymon, Campbell,
Wayland and McWhirter, respectively.
STOCK OPTION GRANTS
The following table sets forth information on grants of stock options under
the 1994 Plan during Textron's 1995 fiscal year to the Named Officers. The
number of stock options granted to the Named Officers during Textron's 1995
fiscal year is also listed in the Summary Compensation Table on page 14 of this
Proxy Statement in the column entitled "Securities Underlying Options/SARs."
15
<PAGE> 17
<TABLE>
STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
POTENTIAL REALIZABLE
VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
---------------------------------------------------------- RATES OF
PERCENT OF STOCK PRICE
NUMBER TOTAL APPRECIATION
OF OPTIONS/SARS EXERCISE FOR OPTION/SARS
SECURITIES GRANTED TO OR TERM($)(1)
UNDERLYING EMPLOYEES BASE --------------------------
OPTIONS/SARS IN FISCAL PRICE EXPIRATION FIVE TEN
NAME GRANTED(#) YEAR ($/SHARE) DATE PERCENT PERCENT
---- ------------ ------------ --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
J. F. Hardymon................. -0- --% $ -- -- $ -- $ --
L. B. Campbell................. 40,000 3.8% 73.9375 12/13/05 1,859,956 4,713,492
W. F. Wayland.................. 17,500 1.6% 73.9375 12/13/05 813,731 2,062,153
S. L. Key...................... 20,000 1.9% 56.9375 4/16/05 716,154 1,814,874
17,500 1.6% 73.9375 12/13/05 813,731 2,062,153
R. A. McWhirter................ 12,000 1.1% 73.9375 12/13/05 557,987 1,414,048
<FN>
- ---------------
(1) The dollar amounts under these columns are the result of calculations at the
five percent and ten percent rates set by the Securities and Exchange
Commission and, therefore, are not intended to forecast possible future
appreciation, if any, of the price of Textron Common Stock. At a five
percent and ten percent annual rate of stock price appreciation, the stock
price would be approximately $120.44 and $191.77, respectively, at the end
of the ten-year term of the options. The corresponding stock prices for Mr.
Key's April grant would be $92.75 and $147.68, respectively.
</TABLE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES
<TABLE>
The following table sets forth information, with respect to the Named
Officers, concerning: (i) the exercise during fiscal year 1995 of stock options
and (ii) unexercised options held as of the end of Textron's 1995 fiscal year,
which were granted to the Named Officers during 1995 and in prior fiscal years
under either the 1994 Plan or a predecessor plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.F. Hardymon........... -0- $ -0- 157,325 -0- $3,954,549 $ -0-
L.B. Campbell........... 57,000 1,616,939 81,999 65,001 1,285,794 457,831
W.F. Wayland............ 29,939 686,397 31,499 29,001 428,075 210,612
S.L. Key................ -0- -0- -0- 37,500 -0- 211,250
R.A. McWhirter.......... 16,500 780,067 57,624 21,001 1,302,932 164,831
</TABLE>
- ---------------
LONG-TERM INCENTIVE PLAN
The following table provides information concerning performance share unit
awards made during Textron's 1995 fiscal year to the Named Officers pursuant to
the 1994 Plan for the 1996-1998 performance cycle, except as indicated with
respect to Mr. Key.
16
<PAGE> 18
<TABLE>
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
<CAPTION>
PERFORMANCE OR
NUMBER OF OTHER PERIOD
PERFORMANCE UNTIL MATURATION ESTIMATED FUTURE PAYOUTS UNDER
NAME SHARE UNITS (#) OR PAYOUT NON-STOCK PRICE BASED PLANS
---- --------------- ---------------- ------------------------------
TARGET NUMBER OF
PERFORMANCE SHARE UNITS (#)
<S> <C> <C> <C>
J.F. Hardymon............... 25,000 3 years 25,000
L.B. Campbell............... 13,000 3 years 13,000
W.F. Wayland................ 6,200 3 years 6,200
S.L. Key.................... 7,000(1) 2 years 7,000
7,000(2) 3 years 7,000
6,200 3 years 6,200
R.A. McWhirter.............. 4,500 3 years 4,500
<FN>
- ---------------
(1) Granted in April 1995 to Mr. Key for a special 1995-1996 performance cycle.
(2) Granted in April 1995 to Mr. Key for the 1995-1997 performance cycle.
</TABLE>
The number of performance share units earned by the Named Officers at the
end of the three-year performance cycle will be determined by the Board of
Directors upon the recommendation of the Organization and Compensation Committee
and will be generally based 75% on earnings per share growth and 25% on
discretionary performance measures, including balance sheet strength/asset
management, shareholder value and the Named Officer's individual performance. If
the earnings per share growth target and other performance measures are met, the
target number of performance share units will be paid out. If the results are
less than the target, the payment of a lesser number of performance share units
may be authorized by the Board of Directors. The 1994 Plan permits payment in
excess of target awards at the sole discretion of the Board of Directors for
extraordinary performance. Payouts, which are made in cash, will be determined
by multiplying the number of performance share units earned by the then current
market value of Textron Common Stock at the end of the performance period.
PENSION PLAN
<TABLE>
The following table sets forth the estimated annual pension benefits
payable upon retirement under the Textron Pension Plan formula to persons in the
specified remuneration and years of service classifications.
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------
REMUNERATION(1) 10 15 20 25 30 35
- --------------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 500,000 ........... $ 73,862 $110,794 $147,725 $ 184,656 $ 221,587 $ 258,519
600,000 ........... 88,862 133,294 177,725 222,156 266,587 311,019
750,000 ........... 111,362 167,044 222,725 278,406 334,087 389,769
1,000,000 ........... 148,862 223,294 297,725 372,156 446,587 521,019
1,250,000 ........... 186,362 279,544 372,725 465,906 559,087 652,269
1,500,000 ........... 223,862 335,794 447,725 559,656 671,587 783,519
1,750,000 ........... 261,362 392,044 522,725 653,406 784,087 914,769
2,000,000 ........... 298,862 448,294 597,725 747,156 896,587 1,046,019
2,250,000 ........... 336,362 504,544 672,725 840,906 1,009,087 1,177,269
2,500,000 ........... 373,862 560,794 747,725 934,656 1,121,587 1,308,519
2,750,000 ........... 411,362 617,044 822,725 1,028,406 1,234,087 1,439,769
3,000,000 ........... 448,862 673,294 897,725 1,122,156 1,346,587 1,571,019
<FN>
- ---------------
(1) Based on highest consecutive five-year average compensation.
</TABLE>
17
<PAGE> 19
Benefits under the Textron Pension Plan formula are based upon the salaried
employee's highest consecutive five-year average compensation. Compensation for
such purposes means compensation listed in the "Salary" and "LTIP Payouts"
columns, and annual incentive compensation included in the "Bonus" column, of
the Summary Compensation Table on page 14 of this Proxy Statement. As of
December 31, 1995, the years of credited service for the Named Officers were as
follows: Mr. Hardymon, 6 years; Mr. Campbell, 3 years; Mr. Wayland, 11 years;
Mr. Key, 1 year; and Mr. McWhirter, 31 years.
Annual pension amounts shown in the table above are not subject to any
offset for Social Security benefits. The Textron Pension Plan is integrated with
Social Security, however, and the amounts in the table reflect that integration.
Annual pension amounts shown in the table are subject to annual pension
limitations imposed by the Internal Revenue Code of 1986, as amended ("IRC"). To
compensate certain Textron executives, including the Named Officers, for the
effect of these limitations, Textron maintains a Supplemental Benefits Plan.
Certain Textron executives, including Messrs. Hardymon, Campbell, Wayland and
Key, also participate in the Textron Executive Supplemental Retirement Plan,
which provides benefits to participants who remain in the employ of Textron
until age sixty-five (65). Under this plan, Messrs. Hardymon, Campbell, Wayland
and Key are entitled to receive an annual supplemental pension benefit equal to
fifty percent (50%) of their highest consecutive five-year average compensation
reduced by any amounts which they are entitled under the plans of Textron and
any prior employer.
Under an agreement with Textron, Mr. Campbell is entitled to receive
supplemental pension payments in an amount equal to his non-vested benefits
accrued under the Textron Pension Plan if his employment is terminated by
Textron prior to the completion of five years of service. Under an agreement
with Textron, Mr. Wayland is entitled to receive supplemental pension payments
equal to the excess, if any, of amounts payable under the provisions of the
Textron Pension Plan for the period of his employment plus eight years of
additional credited service, over the amounts he actually receives from the
plans of Textron and a prior employer. Mr. McWhirter, who was an officer of
Ex-Cell-O Corporation at the time it was acquired by Textron, is entitled to
receive supplemental pension payments that are intended to compensate him for
the difference, if any, between the benefit under the Textron Pension Plan and
the amount which he would have received under a former Ex-Cell-O Corporation
pension plan which was merged into the Textron Pension Plan.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
Messrs. Hardymon, Campbell, Wayland, Key and McWhirter have employment
contracts with Textron through December 1998 which provide that during the term
of the contract, their base salary will not be reduced and they will remain
eligible for participation in Textron's executive compensation and benefit
plans. The contracts with Messrs. Hardymon, Campbell, Wayland, Key and McWhirter
are automatically extended each January for an additional year unless contrary
notice is given.
Certain benefit plans and arrangements in which the Named Officers
participate have provisions that will apply in the event of a change in control
of Textron under the plans. Generally, a "change of control" under the plans
will occur upon (i) any non-Textron person or group becoming the beneficial
owner of more than thirty percent (30%) of the then outstanding voting stock of
Textron, (ii) during any two-year period, directors elected or nominated by the
Board cease to constitute a majority thereof, (iii) shareholder approval of a
merger or consolidation of Textron with any other corporation, other than a
merger or consolidation in which the voting securities of Textron would continue
to represent more than eighty percent (80%) of the combined voting power of the
voting securities of Textron or such surviving entity, or (iv) shareholder
approval of a plan of complete liquidation of Textron or an agreement for the
sale or disposition by Textron of all or substantially all of its assets. The
Survivor Benefit Plan provides that, upon a change in control, certain assets
(generally, paid up life insurance in a face amount equal to two times the base
salary of an active or
18
<PAGE> 20
former executive) will be transferred to each active or former executive or
beneficiary. The Supplemental Benefits Plan and the Deferred Income Plan provide
that in the event of a change in control of Textron, the amounts accrued under
such plans will become payable immediately. However, supplemental savings
accounts under the Supplemental Benefits Plan may be distributed only upon
death, disability, retirement or termination from Textron. The Annual Incentive
Compensation Plan establishes minimum incentive compensation awards for the
fiscal year in which the change in control occurs. The 1994 Plan provides that
outstanding options will become exercisable immediately and in full, and the
stated value of all outstanding performance share units will be deemed earned
and will be payable immediately and in full in the event of a change in control
of Textron. The Textron Savings Plan provides for full vesting of the accounts
of participants whose employment ends within two years after a change in control
of Textron. The Textron Pension Plan provides that (i) if the Textron Pension
Plan is terminated within three years after a change in control of Textron,
surplus assets will be applied to increase the benefits of active participants
up to maximum limits provided by the IRC, and (ii) in the event of a plan
merger, consolidation or transfer within three years after such a change in
control, the vested accrued benefit of each affected individual will be
increased as provided in item (i), will be fully vested, and will be satisfied
through the purchase of a guaranteed annuity contract. Mr. Hardymon's retirement
stock incentive units and Mr. Campbell's retention award are payable immediately
in the event of a change in control of Textron.
TRANSACTIONS WITH MANAGEMENT
During 1995, Surplus Notes (the "Notes") in the aggregate principal amount
of $20,000,000 by Massachusetts Mutual Life Insurance Company, of which Mr.
Wheeler is President and chief executive officer, were held in various
investment accounts of The Paul Revere Insurance Group. The Notes, which were
purchased in the ordinary course of business for the accounts, are due November
15, 2023, and bear interest at the rate of 7.625 percent a year. The maximum
outstanding balance of this indebtedness during 1995 was $20,000,000 and the
balance outstanding as of February 1, 1996, was $16,000,000. Textron owns
approximately 83 percent of The Paul Revere Corporation, the parent corporation
of the companies of The Paul Revere Insurance Group.
PERFORMANCE GRAPH
Set forth below is a stock performance graph which shows the change in
market value of $100 invested on December 31, 1990, in Textron Common Stock,
Standard & Poor's 500 Stock Index and a peer group index. The cumulative total
shareholder return assumes dividends are reinvested. Textron is a global
multi-industry company with manufacturing and financial services operations in
six business segments -- Aircraft, Automotive, Industrial, Systems and
Components, Finance and Paul Revere. The peer group consists of every company in
the following Standard & Poor's 500 price index industry groups:
aerospace/defense, conglomerates, financial/life insurance, financial/personal
loans and manufacturing (diversified industrial). The peer group also includes
two diversified companies in comparable industries in the miscellaneous
industrials group -- Allied Signal and TRW, Inc. The companies in the indices
are weighted by market capitalization.
(table appears on following page)
19
<PAGE> 21
<TABLE>
[Graph: Performance Graph]
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Dec. 31, 1990 Dec. 31, 1991 Dec. 31, 1992 Dec. 31, 1993 Dec. 31, 1994 Dec. 31, 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Textron Inc. $100.00 $149.14 $173.40 $230.89 $205.12 $281.81
S&P 500 $100.00 $130.47 $140.41 $154.56 $156.60 $215.45
Peer Group $100.00 $123.51 $142.87 $176.24 $176.70 $265.25
- ---------------------------------------------------------------------------------------------------------
</TABLE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Ernst & Young LLP audited the consolidated financial statements
of Textron for 1995. The Board of Directors desires to continue the services of
this firm for 1996. Accordingly, the Board of Directors recommends to the
shareholders ratification of the appointment of Ernst & Young LLP to audit the
consolidated financial statements of Textron for 1996. If this resolution is
defeated, the Board of Directors will reconsider its selection.
A representative of Ernst & Young LLP will be present at the annual
meeting, will have the opportunity to make a statement and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP (ITEM 2 ON THE PROXY CARD).
SHAREHOLDER PROPOSAL
William Steiner, whose address and number of shares held can be obtained
upon request from the Office of the Secretary of Textron, has notified Textron
that he intends to propose the following resolution at the Annual Meeting:
"RESOLVED, that the shareholders assembled in person and by proxy,
recommend (i) that all future non-employee directors not be granted pension
benefits and (ii) current non-employee directors voluntarily relinquish
their pension benefits."
20
<PAGE> 22
Mr. Steiner has submitted the following statement in support of his proposal:
Aside from the usual reasons, presented in the past, regarding "double
dipping", that is outside (non-employee) directors who are in almost all
cases amply rewarded with their pension at their primary place of
employment, and in many instances serving as outside pensioned directors
with other companies, there are other more cogent reasons that render this
policy as unacceptable.
Traditionally, pensions have been granted in both the private and
public sectors for long term service. The service component usually
represents a significant number of hours per week. The practice of offering
pensions for consultants is a rarity. Outside directors' service could
logically fit the definition of consultants and pensions for this type of
service is an abuse of the term.
But more importantly, outside directors, although retained by
corporate management, namely the C.E.O., are in reality representative of
shareholders. Their purpose is to serve as an impartial group to which
management is accountable. Although outside directors are certainly
entitled to compensation for their time and expertise, pensions have the
pernicious affect of compromising their impartiality. In essence, pensions
are management's grants to outside directors to insure their unquestioning
loyalty and acquiescence to whatever policy management initiates, and at
times, serving their own self interests. Thus, pensions become another
device to enhance and entrench management's controls over corporate
policies while being accountable only to themselves. As a founding member
of the Investors Rights Association of America, I feel this practice
perpetuates a culture of corporate management "cronyism" that can easily be
at odds with shareholder and company interest.
A final note in rebuttal to management's contention that many
companies offer their outside directors pensions, so they can attract and
retain persons of the highest quality. Since there are also companies that
do not offer their outside directors pensions, can management demonstrate
that those companies that offer pensions have a better performance record
than their non-pensioned peers? In addition, do we have any evidence of a
significant improvement in corporate profitability with the advent of
pensions for outside directors?
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THE
SHAREHOLDER PROPOSAL.
Textron and its shareholders benefit from having non-employee
directors who are widely recognized for their exceptional experience and
abilities. To attract and retain such individuals, Textron must offer a
compensation package that reflects the ever-increasing time, effort and
commitment expected of directors of companies like Textron.
Textron's pension benefits for non-employee directors are part of an
overall compensation package (described on page 6 of this Proxy Statement)
that is reviewed annually by the Nominating and Board Affairs Committee of
the Board. The pension benefit plan portion of the package is designed to
encourage directors to remain on the Board long enough to obtain a thorough
knowledge of Textron's business and to provide continuity on the Board. In
order to receive pension benefits under the plan, non-employee directors
must have retired from the Board after serving on the Board for at least
five years and must be at least 70 years old (or 65 years old if approved
by the Board in a particular case). In addition, Textron's obligation to
pay a pension under the plan is conditioned upon the director providing
such services and counsel after retirement as the Board may reasonably
request and the director's refraining from any act or failure to act that
may result in injury to Textron. The Board believes the longevity and
continuity promoted by the plan well serves the interests of Textron's
shareholders.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS
PROPOSAL (ITEM 3 ON THE PROXY CARD).
21
<PAGE> 23
VOTING OF PROXIES
Each valid proxy in the enclosed form received by Textron will be voted by
the persons named therein. Unless the shareholder specifies otherwise, the
shares represented by the proxy will be voted in favor of the election of the
five nominees in Class III described in this Proxy Statement on pages 2 and 3.
The Board of Directors knows of no reason why any of the nominees so named would
be unavailable for election. If any nominee should be unavailable for election
by reason of death or otherwise, the proxies may be voted for the election of
such other person as may be recommended by the Board of Directors.
Unless the shareholder specifies otherwise, the shares represented by the
proxy will be voted for ratification of the appointment of Ernst & Young LLP as
independent auditors and against the shareholder proposal described above.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by delivering a written notice of revocation to the
Corporate Secretary of Textron or by submitting a subsequent proxy or by voting
in person at the meeting.
The five nominees for director receiving the greatest number of votes cast
in person or by proxy will be elected. Abstentions and broker non-votes will
have no effect on the outcome of the election of directors. Ratification of the
appointment of Ernst & Young LLP as independent auditors and the shareholder
proposal require the favorable vote of a majority of shares present in person at
the 1996 Annual Meeting or represented by proxy and entitled to vote thereon.
Abstaining from voting on the appointment of auditors and the shareholder
proposal will have the same effect as voting against the proposal. Broker
non-votes on the proposal to ratify the appointment of auditors and the
shareholder proposal will not be included in the calculation of shares entitled
to vote for such proposal and will have no effect on the outcome.
Textron's policy on confidential voting provides that no proxy, ballot or
voting materials that identify the vote of a specific shareholder will be
disclosed to Textron or its directors, officers or employees except (a) as
required by law or for the defense of legal proceedings, (b) if the shareholder
requests disclosure or (c) in a proxy contest if the party soliciting proxies in
opposition does not agree to observe Textron's confidential voting policy.
Comments of shareholders written on proxies or ballots are transcribed and
provided to the Corporate Secretary of Textron. Votes are counted by employees
of First Chicago Trust Company of New York, Textron's independent transfer agent
and registrar, and certified by Inspectors of Election who are employees of
First Chicago Trust Company of New York.
FOR SAVINGS PLAN PARTICIPANTS: For participants in the Textron Savings Plan
(the "TSP") and the Paul Revere Savings Plan (the "PRSP"), the accompanying
proxy card indicates the number of shares allocated to the participant's account
under the TSP and the PRSP and the number of shares, if any, allocated to the
participant's Tax Credit Account under the TSP by Bankers Trust Company, trustee
for the TSP and the PRSP ("Bankers Trust"). When a participant's proxy card is
returned properly signed, Bankers Trust will vote the participant's
proportionate interest in the shares of Textron Common Stock held by Bankers
Trust under the TSP and the PRSP in the manner the participant directs, or if
the participant makes no direction, Bankers Trust will vote, with respect to the
election of directors, the appointment of auditors and the shareholder proposal
described above, the participant's proportionate interest in the shares of
Textron Common Stock held by Bankers Trust under the TSP (except shares
allocated to the participant's Tax Credit Account) and the PRSP in proportion to
instructions received from other TSP or PRSP participants. Shares allocated to a
participant's Tax Credit Account under the TSP will be voted only as the
participant directs. For participants in the Textron Canada Savings Plan (the
"TCSP") and the Paul Revere Canada Savings Plan (the "PRCSP"), the accompanying
proxy card indicates the number of shares allocated to the participant's account
under the TCSP and the PRCSP by Royal Trust Corporation of Canada, trustee for
the TCSP and
22
<PAGE> 24
the PRCSP ("Royal Trust"). When the participant's proxy card is returned
properly signed, Royal Trust will vote such shares in the manner the participant
directs, or if the participant makes no direction, Royal Trust will vote with
respect to the election of directors, the appointment of auditors and the
shareholder proposal described above, all shares of Textron Common Stock
allocated to the participant's accounts under the TCSP and the PRCSP in
proportion to instructions received from other TCSP or PRCSP participants.
All such directions will be held in confidence.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors does not know of any matters which will be brought
before the meeting other than those specifically set forth in the notice
thereof. If any other matter properly comes before the meeting, it is intended
that the persons named in and acting under the enclosed form of proxy or their
substitutes will vote thereon in accordance with their best judgment.
SOLICITATION OF PROXIES
All expenses incurred in connection with this solicitation will be borne by
Textron. Textron may request banks and brokers to solicit their customers who
have a beneficial interest in Textron's stock registered in the names of
nominees and will reimburse such banks and brokers for their reasonable
out-of-pocket expenses of such solicitations. In addition to the use of the
mails, solicitation may be made by employees of Textron by telephone, other
electronic means and personal interview, without additional compensation for
such services. Textron has retained D. F. King & Co., Inc., of New York, New
York, a proxy soliciting organization, to solicit management proxies for the
annual meeting. The fees of such organization in connection therewith are
estimated to be $13,000, plus reasonable out-of-pocket expenses.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1997 annual meeting
of Textron shareholders must be received by Textron for inclusion in the proxy
statement and form of proxy relating thereto on or before November 14, 1996.
Textron's By-Laws contain provisions which impose certain additional
requirements upon shareholder proposals.
By order of the Board of Directors,
/s/ Richard A. McWhirter
Richard A. McWhirter
Executive Vice President and
Corporate Secretary
March 14, 1996
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING IN PERSON, PLEASE FILL IN, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENVELOPE PROVIDED.
23
<PAGE> 25
[TEXTRON LOGO]
James F. Hardymon 40 Westminster Street
Chairman and CEO Providence, RI 02903
Textron Inc.
Dear Fellow Participant:
Textron's Annual Shareholders' Meeting will take place on April 26,
1995. As a Participant in a Textron Savings Plan, you are entitled to
instruct the Plan's Trustee as to how to vote your shares of Textron Stock.
Your vote is important.
----------------------
Enclosed with this letter is the proxy statement for the meeting, our
1994 Annual Report to Shareholders, and a voting card. Please complete your
voting card and mail it in the enclosed envelope. If the Trustee does not
receive this card by April 21, 1995, your shares will be voted in
accordance with the provisions of the Plan.
The subject of each proposal to be voted on is shown on the voting card
and is explained in greater detail in the proxy statement. The Board of
Directors recommends that you instruct the Trustee to vote FOR the election
---
of the three nominees for Director listed in Item 1 and FOR Item 2.
- --- -
Thank you for continued support.
Sincerely,
/s/ James F. Hardymon
Enclosures
<PAGE> 26
- --------------------------------------------------------------------------------
TEXTRON INC.
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS APRIL 24, 1996
R
O The undersigned hereby appoints James F. Hardymon, Lewis B. Campbell and
Richard A. McWhirter, or any one or more of them, attorneys with full
X power of substitution and revocation to each, for and in the name of the
undersigned with all the powers the undersigned would possess if personally
Y present, to vote the shares of the undersigned in Textron Inc. as indicated
on the proposals referred to on the reverse side hereof at the annual
meeting of its shareholders to be held April 24, 1996, and at any
adjournments thereof, and in their or his discretion upon any other
matter which may properly come before said meeting.
This card also constitutes voting instructions (i) to the respective
Trustees under the Textron Savings Plan and Paul Revere Savings Plan to
vote, in person or by proxy, the proportionate interest of the undersigned
in the shares of Common Stock of Textron Inc. held by the Trustees under
such Plans and (ii) to the respective Trustees under the Textron Canada
Savings Plan and Paul Revere Canada Savings Plan to vote, in person or by
proxy, all shares of Common Stock of Textron Inc. allocated to the
accounts of the undersigned under such Plans, in each case as described
in the proxy statement.
(Change of Address/Comments)
________________________________________
________________________________________
________________________________________
________________________________________
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
----------------
SEE REVERSE SIDE
----------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[LOGO]
ANNUAL MEETING
OF
TEXTRON SHAREHOLDERS
CLOCK TOWER RESORT & CONFERENCE CENTER
--------------------------------------
7801 East State Street
Rockford, IL 61125
(815) 398-6000
Clock Tower Resort & Conference Center is located just off Interstate 90 in
Rockford, Illinois, less than 90 minutes drive from Madison, Milwaukee and
Chicago--10 minutes from Rockford's regional airport and 60 minutes from
O'Hare International Airport.
<PAGE> 27
- --------------------------------------------------------------------------------
/ X / PLEASE MARK YOUR
VOTES AS IN THIS 1596
EXAMPLE.
This proxy, when properly executed, will be voted as directed by the
undersigned shareholder(s). If no direction is made, this proxy will be voted
FOR the nominees listed below, FOR proposal 2 and AGAINST proposal 3, or if
this card constitutes voting instructions to a savings plan trustee, such
trustee will vote as described in the proxy statement.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES LISTED BELOW
AND FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
FOR* WITHHELD FROM ALL NOMINEES:
1. Election of / / / / H. Jesse Arnelle
Directors Brian H. Rowe
Sam F. Segnar
Jean Head Sisco
Martin D. Walker
* Except vote withheld from the following nominee(s):
____________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of appointment / / / / / /
of independent auditors
- --------------------------------------------------------------------------------
/ / Change of Address/
Comments on
Reverse Side.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 3.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Shareholder proposal relating / / / / / /
to non-employee director
retirement plans.
- --------------------------------------------------------------------------------
Please sign exactly as name(s) appear hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
______________________________________________
______________________________________________
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[LOGO]
ANNUAL MEETING
OF
TEXTRON SHAREHOLDERS
Wednesday, April 24, 1996
10:30 a.m.
CLOCK TOWER RESORT & CONFERENCE CENTER
7801 East State Street
Rockford, Illinois
IMPORTANT NOTICE
----------------
IT IS IMPORTANT THAT YOU VOTE, SIGN AND
RETURN THE ABOVE PROXY AS SOON AS POSSIBLE.
BY DOING SO, YOU MAY SAVE TEXTRON THE
EXPENSE OF ADDITIONAL SOLICITATION.
