Directors will be considered "independent" if they have no material relationship with Textron (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). In addition, the New York Stock Exchange (NYSE) standards provide that a director is not independent if:

(a) a director is, or has been within the last three years, an employee of Textron or an immediate family member is, or has been within the last three years, an executive officer of Textron;

(b) a director received, or whose immediate family members received, during any 12 month period in the last three years, more than $120,000 in direct compensation from Textron, other than director fees or pension and deferred compensation for prior service payments;

(c) (i) The director is a current partner or employee of a firm that is Textron's internal or external auditor; (ii) the director has an immediate family member who is a partner of such a firm or an employee of such a firm who personally works on Textron's audit; or (iii) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on Textron's audit within that time.

(d) The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of Textron's present executive officers at the same time serves or served on that company's compensation committee.

(e) The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Textron for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

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

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

Independent Directors

Nine out of ten directors have been determined to be independent. The following directors are independent: