$500,000,000

364-DAY CREDIT AGREEMENT

dated as of

July 28, 2003

among

Textron Financial Corporation

The Banks Listed Herein

and

JPMorgan Chase Bank,
as Administrative Agent
____________________

J.P. Morgan Securities Inc.,
Lead Arranger and Sole Bookrunner

Bank of America, N.A.
Bank One, NA
Citibank, N.A.
Deutsche Bank AG New York Branch,
Syndication Agents

     TABLE OF CONTENTS

 Page

ARTICLE 1  Definitions

ARTICLE 2  The Credits

ARTICLE 3  Conditions

ARTICLE 4  Representations and Warranties

ARTICLE 5  Covenants

ARTICLE 6  Defaults

ARTICLE 7  The Agents

ARTICLE 8  Change in Circumstances

ARTICLE 9  Miscellaneous

COMMITMENT SCHEDULE

PRICING SCHEDULE

       AGREEMENT dated as of July 28, 2003 among TEXTRON FINANCIAL CORPORATION, the BANKS listed on the signature pages hereof and JPMORGAN CHASE BANK, as Administrative Agent.

      The parties hereto agree as follows:

ARTICLE 1

Definitions

      Section 1.1. Definitions.  The following terms, as used herein, have the following meanings:

      "Absolute Rate Auction" means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03.

      "Additional Bank" has the meaning set forth in Section 2.17.

      "Administrative Agent" means JPMorgan Chase Bank in its capacity as Administrative Agent for the Banks hereunder, and its successors in such capacity.

       "Administrative Questionnaire" means, with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Bank.

       "Affiliate" means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Borrower (a "Controlling Person") or (ii) any Person (other than the Borrower or a Subsidiary) which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

       "Agent" means any of the Administrative Agent and the Syndication Agents, and "Agents" means any two or more of the foregoing.

       "Applicable Lending Office" means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office.

       "Assignee" has the meaning set forth in Section 9.06(c).

       "Bank" means each bank listed on the signature pages hereof and each Person which becomes a Bank pursuant to Section 2.16, 8.06 or 9.06(c), and their respective successors.

       "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day or (ii) the sum of of 1% plus the Federal Funds Rate for such day.

       "Base Rate Loan" means a Committed Loan which bears interest at the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or the provisions of Section 2.08(a) or Article 8.

       "Borrower" means Textron Financial Corporation, a Delaware corporation, and its successors.

       "Borrowing" has the meaning set forth in Section 1.03.

       "Commitment" means (i) with respect to each Bank listed on the Commitment Schedule, the amount set forth opposite such Bank's name on the Commitment Schedule, (ii) with respect to each Additional Bank, the amount of the Commitment assumed by it pursuant to Section 2.17 and (iii) with respect to any substitute bank or Assignee which becomes a Bank pursuant to Section 8.06 or 9.06(c), the amount of the transferor Bank's Commitment assigned to it pursuant to Section 8.06 or 9.06(c), in each case as such amount may be changed from time to time pursuant to Section 2.10 or 9.06(c); provided that, if the context so requires, the term "Commitment" means the obligation of a Bank to extend credit up to such amount to the Borrower hereunder.

       "Commitment Schedule" means the Commitment Schedule attached hereto.

       "Committed Loan" means a loan made by a Bank pursuant to Section 2.01; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term "Committed Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

       "Competitive Bid Absolute Rate" has the meaning set forth in Section 2.03(d).

       "Competitive Bid Absolute Rate Loan" means a loan to be made by a Bank pursuant to an Absolute Rate Auction.

       "Competitive Bid Lending Office" means, as to each Bank, its Domestic Lending Office or such other office, branch or affiliate of such Bank as it may hereafter designate as its Competitive Bid Lending Office by notice to the Borrower and the Administrative Agent; provided that any Bank may from time to time by notice to the Borrower and the Administrative Agent designate separate Competitive Bid Lending Offices for its Competitive Bid LIBOR Loans, on the one hand, and its Competitive Bid Absolute Rate Loans, on the other hand, in which case all references herein to the Competitive Bid Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require.

       "Competitive Bid LIBOR Loan" means a loan to be made by a Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant to Section 8.01).

       "Competitive Bid Loan" means a Competitive Bid LIBOR Loan or a Competitive Bid Absolute Rate Loan.

       "Competitive Bid Margin" has the meaning set forth in Section 2.03(d).

       "Competitive Bid Quote" means an offer by a Bank to make a Competitive Bid Loan in accordance with Section 2.03.

       "Consolidated Assets" means at any date the consolidated assets of the Borrower and its Consolidated Subsidiaries determined as of such date.

       "Consolidated Debt" means at any date the Debt of the Borrower and its Consolidated Subsidiaries, determined as of such date.

       "Consolidated Net Worth" means at any date the consolidated stockholders' equity of the Borrower and its Consolidated Subsidiaries, determined as of such date.

       "Consolidated Subsidiary" means at any date any entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

       "Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (vi) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person, and (vii) all Debt of others Guaranteed by such Person; provided that, for the purposes of this Agreement, "Debt" of the Borrower or a Subsidiary shall not be deemed to include Non-recourse Debt or Permitted Securitization Obligations, but shall include liabilities secured by Liens described in clause (y) of Section 5.12(i).

       "Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

       "Designated Lender" means, with respect to any Designating Bank, an Eligible Designee designated by it pursuant to Section 9.07(a) as a Designated Lender for purposes of this Agreement.

       "Designating Bank" means, with respect to each Designated Lender, the Bank that designated such Designated Lender pursuant to Section 9.07(a).

       "Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

       "Domestic Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office, branch or affiliate as such Bank may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent.

       "Earnings Available for Fixed Charges" means, for any period, the sum of the Borrower's pre-tax earnings before extraordinary items plus Fixed Charges.

       "Effective Date" means the date this Agreement becomes effective in accordance with Section 3.01.

       "Eligible Designee" means a special purpose corporation that (i) is organized under the laws of the United States or any state thereof, (ii) is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and (iii) issues (or the parent of which issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody's.

       "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof.

       "ERISA" means the Employee Retirement Income Security Act of 1974, as amended to the date hereof and from time to time hereafter and any successor statute.

       "ERISA Affiliate", as applied to any Person, means any trade or business (whether or not incorporated) which, together with the Borrower, is treated as a single employer under Section 414 of the Internal Revenue Code and the regulations promulgated thereunder.

       "Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London.

       "Euro-Dollar Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent.

       "Euro-Dollar Loan" means a Committed Loan which bears interest at a Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election.

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