EX-1.2(A) 3 b47307txexv1w2xay.txt UNDERWRITING AGREEMENT Exhibit 1.2(a) UNDERWRITING AGREEMENT July 22, 2003 Textron Inc. 40 Westminster Street Providence, Rhode Island 02903 Dear Sirs: We (the "Managers") understand that Textron Inc., a Delaware corporation (the "Company"), proposes to issue and sell $250,000,000 aggregate principal amount of its Notes due 2010 (the "Offered Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell and the Managers agree to purchase, severally and not jointly, the principal amounts of the Offered Securities set forth opposite their names below at 98.485% of their principal amount, together with accrued interest, if any, from July 25, 2003. Principal Amount of Offered Name Securities ---- --------------------------- J.P. Morgan Securities Inc. $ 87,500,000 UBS Securities LLC 87,500,000 Barclays Capital Inc. 25,000,000 Deutsche Bank Securities Inc. 25,000,000 SG Cowen Securities Corporation 25,000,000 Total: $250,000,000 Upon delivery of the Offered Securities, the Underwriters will make payment therefor at the offices of Simpson Thacher & Bartlett LLP, at 10:00 A.M. (New York time) on July 25, 2003 or at such other time on July 25, 2003 as shall be designated by the Managers. The Offered Securities shall have the following terms: Maturity: August 1, 2010 Interest Rate: 4 1/2% Interest Payment Dates: February 1 and August 1, commencing February 1, 2004 Redemption Provisions: The Company may redeem the Offered Securities at its option, in whole or in part at any time, at the redemption prices described in the Prospectus. Initial Price to Public: 99.110%, plus accrued interest, if any, from July 25, 2003. All the provisions contained in the document entitled Textron Inc. Underwriting Agreement Standard Provisions (Debt) dated September 15, 1999 (the "Standard Provisions"), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) the definition of "Significant Subsidiaries" set forth in paragraph (g) of Section VII and clause (b) of Exhibit A attached thereto, is amended to add Textron Fastening Systems Inc. and delete Textron Automotive Company Inc. and (ii) the Prospectus Supplement shall be filed with the Securities and Exchange Commission no later than July 24, 2003. Very truly yours, J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. SG COWEN SECURITIES CORPORATION By: J.P. MORGAN SECURITIES INC. By: /s/ Stephen L. Sheiner -------------------------------- Name: Stephen L. Sheiner Title: Vice President By: UBS SECURITIES LLC By: /s/ Chris Forshner -------------------------------- Name: Chris Forshner Title: Executive Director By: /s/ Ryan Donovan -------------------------------- Name: Ryan Donovan Title: Associate Director On behalf of the Managers Accepted: TEXTRON INC. By: /s/ Mary F. Lovejoy ---------------------------------------- Name: Mary F. Lovejoy Title: Vice President and Treasurer