AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 (this “Amendment”) dated as of April 13, 2011 to the Credit Agreement dated as of March 23, 2011 (the “Credit Agreement”) among TEXTRON INC., as the Borrower, the Lenders, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agents, and DEUTSCHE BANK SECURITIES INC. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Documentation Agents.

W I T N E S S E T H :

WHEREAS, the Borrower has requested that the Lenders modify certain provisions of the Credit Agreement and the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to modify the Credit Agreement as set forth below; and

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.  Defined Terms; References.  Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2.  New Commitment Schedule; Fee Adjustment.  (a) The Commitment Schedule attached to the Credit Agreement is deleted and replaced by the Commitment Schedule attached to this Amendment (the “New Commitment Schedule”).  Upon the effectiveness of this Amendment, all references in the Credit Agreement to the “Commitment Schedule” shall be references to the New Commitment Schedule.

(b)        In connection with the reallocation of Commitments effected by subsection (a) above, there shall also be a reallocation of the fees previously paid to the Lenders on the Effective Date.  To effect that reallocation, the Administrative Agent shall pay to Sumitomo Mitsui Banking Corporation, on June 30, 2011, a fee in the aggregate amount set forth in the Fee Adjustment Schedule attached to this Amendment.  The amount of the facility fee payable for the account of each other Lender on June 30, 2011 shall be reduced by the applicable amount set forth opposite its name in the Fee Adjustment Schedule.

SECTION 3.  New Lender.  Upon the effectiveness of this Amendment, Sumitomo Mitsui Banking Corporation shall be a Lender party to the Credit Agreement.

SECTION 4.  Definition of Pro Rata Share.  The definition of “Pro Rata Share or pro rata Share” in Section 1.01 of the Credit Agreement is amended to read as follows:

“Pro Rata Share or pro rata Share” means, when used with reference to any Lender, the percentage equivalent of a fraction (i) the numerator of which is the amount of the Commitment of such Lender and (ii) the denominator of which is the aggregate amount of the Commitments.