TEXTRON

Exhibit 10.4

TEXTRON

June 29, 2012

JPMorgan Chase Bank, National Association
P.O. Box 161

60 Victoria Embankment

London EC4Y OJP

England

Re: Amendment to Base Warrant Transaction

Reference is made to the transaction (the “Base Warrant Transaction”) entered into between JPMorgan Chase Bank, National Association, London Branch (“Bank”), represented by J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.), as its agent, and Textron Inc, (“Company”), pursuant to a letter agreement dated April 29, 2009, entitled Issuer Warrant Transaction, as amended by the Warrant Amendment and Termination Agreement between Bank and Company dated October 25, 2011 (the “Warrant Amendment and Termination Agreement” and such letter agreement, as amended, reformed or modified prior to the date hereof, the “Base Warrant Confirmation”). This letter shall notify Bank that Company wishes to modify the number of Shares subject to the Base Warrant Confirmation. Capitalized terms used herein but not defined shall have the meaning set forth in the Base Warrant Confirmation.

1.         Effective as of the date hereof, the Base Warrant Confirmation shall be amended as follows:

(A)                          The definition of “Number of Warrants” in Section 2 of the Base Warrant Confirmation is amended by replacing “8,228,765” with “8,190,289”.

(B)                          Schedule A to the Base Warrant Confirmation, setting forth the Daily Number of Warrants for each Expiration Date, is replaced in its entirety by Schedule A attached hereto.

2.         Except as expressly amended hereby, all the terms and provisions of the Base Warrant Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects, and the representations, warranties and agreements in Section 4 of the Warrant Amendment and Termination Agreement are deemed to be repeated mutatis mutandis by the applicable party with respect to this letter and the Base Warrant Transaction and Base Warrant Confirmation, as amended hereby, as of the date hereof.

3.              The provisions of this letter agreement shall be governed by New York law (without reference to choice of law doctrine to the extent inconsistent with choice of New York law).

Please indicate your agreement to the forgoing by signing below.

If you have any questions, please do not hesitate to call.

Schedule A

For each Expiration Date, the Daily Number of Warrants is set forth below.