Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - relieffor a wholly-owned Canadian subsidiary of an MJDS eligible issuerfrom the eligibility requirements under National Instrument 71-101.Not to be used as a precedent. Future applications should alsodescribe continuous disclosure documents to be filed by issueronce it is in the MJDS.

ApplicableProvisions

NationalInstrument 71-101 - The Multijurisdictional Disclosure System,ss. 3.1(a), 3.2, 21.1.

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA, BRITISH COLUMBIA, MANITOBA, NEW BRUNSWICK,

NEWFOUNDLAND,NOVA SCOTIA, ONTARIO, PRINCE EDWARD ISLAND,

QUEBEC,AND SASKATCHEWAN


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS


AND


INTHE MATTER OF

TEXTRONFINANCIAL CORPORATION

ANDTEXTRON FINANCIAL CANADA FUNDING CORP.


MRRSDECISION DOCUMENT

WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of British Columbia,Alberta, Saskatchewan, Manitoba, Ontario, Québec, NewBrunswick, Prince Edward Island, Nova Scotia, and Newfoundland(the "Jurisdictions") has received an application from TextronFinancial Corporation ("TFC") and its subsidiary Textron FinancialCanada Funding Corp. (the "Issuer", and together with TFC, the"Filer") for a decision under the securities legislation ofthe Jurisdictions (the "Legislation") that the requirementscontained in section 3.2(b) of National Instrument 71-101 -The Multijurisdictional Disclosure System ("NI 71-101") thatthe Issuer be a "U.S. issuer" (as defined in NI 71-101) shallnot apply to the Issuer so that it is eligible to offer certainsecurities under NI 71-101;

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Nova Scotia SecuritiesCommission is the principal regulator for this application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.TFC was incorporated under the laws of the State of Delaware onFebruary 5, 1962 and is not a reporting issuer or the equivalentin any of the Jurisdictions.

2.TFC has been a reporting company under the United States SecuritiesExchange Act of 1934, as amended (the "1934 Act") since 1999with respect to its debt securities. TFC has filed with the UnitedStates Securities and Exchange Commission (the "SEC") all filingsrequired to be made with the SEC under sections13 and 15 (d) ofthe 1934 Act since it first became a reporting company.

3.As at December 30, 2000, TFC had approximately US$3.7 billionin long term debt and US$966 million in commercial paper and shortterm debt outstanding. All of TFC's outstanding long-term debtis rated "A-" by Standard & Poor's and "A2" by Moody's InvestorsService.

4.The common stock in the capital of TFC is owned by Textron Inc.("Textron"), a publicly owned Delaware corporation. TFC derivesa portion of its business from financing the sale and lease ofproducts manufactured and sold by Textron.

5.TFC is a diversified commercial finance company with operationsin four core segments: small business, middle markets, specialtyfinance and structured capital.

6.TFC's total assets as at December 30, 2000 were approximatelyUS$6.1 billion and its net profit for the year ended December30, 2000 was US$118 million.

7.The registered and principal office of the Issuer is in Nova Scotia.

8.The Issuer was incorporated under the Companies Act (NovaScotia) as an unlimited liability company on October 31, 2000,and is a wholly-owned subsidiary of TFC.

9.The Issuer is not a reporting issuer or its equivalent in anyof the Jurisdictions or a reporting company under the 1934 Act.

10.The Issuer is a financing subsidiary of TFC with no operations,revenues or cash flows other than those related to the issuance,administration and repayment of debt securities that are and willbe fully and unconditionally guaranteed by TFC.

11.The Issuer's business activities are limited to financing thebusiness activities of Textron Financial Canada Limited, TFC'sCanadian based operating subsidiary and it will have no otheroperations.

12.TFC satisfies all the criteria set out in paragraph 3.1(a) ofNI 71- 101 (the "General Eligibility Criteria") and is eligibleto use the multi-jurisdictional disclosure system for the purposeof distributing approved rating non-convertible debt in Canadabased on compliance with United States prospectus requirementswith certain additional Canadian disclosure.

13.TFC may issue non-convertible debt securities on a continuousbasis in the United States and Canada and the Issuer may issuenon-convertible debt securities, which will be fully and unconditionallyguaranteed by TFC (the "Notes"), on a continuous basis in Canadaand in the United States;

14.The offering by the Issuer of the Notes in Canada (the " CanadianOffering") is to be effected under a base shelf prospectus andone or more prospectus supplements (collectively, the "Prospectus")of the Filers, prepared in accordance with U.S. securities lawsand filed as part of a registration statement with the SEC underto the United States Securities Act of 1933, as amended.

15.For the purposes of the Canadian Offering, the Prospectus willbe filed with the Decision Makers in accordance with the provisionsof NI 71-101, which are available to offerings which meet thealternative eligibility criteria for offerings of guaranteed non-convertibledebt that have an investment grade rating as set out in paragraph3.2 of NI 71-101 (the "Alternative Eligibility Criteria").

16.The Canadian Offering complies with the Alternative EligibilityCriteria except for the fact that the Issuer is not incorporatedunder United States law.

17.An application will be made by the Issuer requesting relief fromcertain continuous disclosure obligations of the Issuer.

ANDWHEREAS under the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision").

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met.

THEDECISION of the Decision Makers under the Legislationis that the requirement in section 3.2(b) of NI 71-101 that theIssuer be a "U.S. issuer" (as defined in NI 71-101) shall notapply to the Issuer in connection with the offering of the Notesunder the Canadian Offering, provided that at the time of theCanadian Offering:

(a)TFC satisfies the General Eligibility Criteria;

(b)the Issuer complies with all of the filing requirements and proceduresset out in NI 71-101, except as varied by the Decision; and

(c)TFC remains the direct or indirect beneficial owner of all theissued and outstanding voting securities of the Issuer.

November8, 2001.

J.W.Slattery