exhibit10-10.htm


    Exhibit
      10.10

    


    


    


    TEXTRON

    


    


    
      	
               

              DEFERRED
                INCOME PLAN

              FOR
                NON-EMPLOYEE DIRECTORS

              ____________________

               

              As
                Amended and Restated

              Effective
                January 1, 2008

               

               

            


    

    


    




    Deferred
      Income Plan

    for
      Non-Employee Directors

     

    As
      Amended and Restated

    Effective
      January 1, 2008

    


    Table
      of Contents

    


    


    
      	
               

            	
              Introduction

            


    

    


    
      	
               

            	
              Article
                I -
                Definitions

            


    

    
      	
               

            	
              1.01

            	
              “Account” 

            	
               

            


    

    
      	
               

            	
              1.02

            	
              “Beneficiary” 

            	
               

            


    

    
      	
               

            	
              1.03

            	
              “Benefits
                Committee” 

            	
               

            


    

    
      	
               

            	
              1.04

            	
              “Deferred
                Income” 

            	
               

            


    

    
      	
               

            	
              1.05

            	
              “IRC” 

            	
               

            


    

    
      	
               

            	
              1.06

            	
              “Participant” 

            	
               

            


    

    
      	
               

            	
              1.07

            	
              “Plan” 

            	
               

            


    

    
      	
               

            	
              1.08

            	
              “Separation
                From
                Service” 

            	
               

            


    

    
      	
               

            	
              1.09

            	
              “Textron
                Company” 

            	
               

            


    

    
      	
               

            	
              1.10

            	
              “Total
                Disability” 

            	
               

            


    

    


    
      	
               

            	
              Article
                II -
                Participation

            


    

    
      	
               

            	
              2.01

            	
              Initial
                Enrollment 

            	
               

            


    

    
      	
               

            	
              2.02

            	
              Deferral
                Election 

            	
               

            


    

    
      	
               

            	
              2.03

            	
              Non-Elective
                Deferred
                Compensation 

            	
               

            


    

    


    
      	
               

            	
              Article
                III - Investment
                Accounts

            


    

    
      	
               

            	
              3.01

            	
              Investment
                Accounts 

            	
               

            


    

    
      	
               

            	
              3.02

            	
              Moody’s
                Account 

            	
               

            


    

    
      	
               

            	
              3.03

            	
              Stock
                Unit Account 

            	
               

            


    

    
      	
               

            	
              3.04

            	
              Quarterly
                Adjustments 

            	
               

            


    

    
      	
               

            	
              3.05

            	
              Transfers
                and Distributions From Stock Unit
                Account 

            	
               

            


    

    


    
      	
               

            	
              Article
                IV -
                Vesting

            


    

    
      	
               

            	
              4.01

            	
              Elective
                Deferred Income, Automatic Deferred
                Income, and Annual Stock Unit Grant 

            	
               

            


    

    
      	
               

            	
              4.02

            	
              Textron
                Company
                Contribution 

            	
               

            


    

    
      	
               

            	
              4.03

            	
              Forfeiture
                of Non-Vested
                Amounts 

            	
               

            


    

    


    
      	
               

            	
              Article
                V - Payments to
                Participants

            


    

    
      	
               

            	
              5.01

            	
              Separation
                From
                Service 

            	
               

            


    

    
      	
               

            	
              5.02

            	
              Time
                and Form of
                Payment 

            	
               

            


    

    
      	
               

            	
              5.03

            	
              Distribution
                Elections 

            	
               

            


    

    
    

     

    Table
      of
      Contents

    Page
      i

     

    
      	
               

            	
              5.04

            	
              Automatic
                Lump Sum
                Payments 

            	
               

            


    

    
      	
               

            	
              5.05

            	
              Administrative
                Adjustments in Payment
                Date 

            	
               

            


    

    
      	
               

            	
              5.06

            	
              Distributions
                Before January 1,
                2008 

            	
               

            


    

    


    
      	
               

            	
              Article
                VI - Payments to
                Beneficiaries

            


    

    
      	
               

            	
              6.01

            	
              Designating
                a
                Beneficiary 

            	
               

            


    

    
      	
               

            	
              6.02

            	
              Default
                Beneficiary 

            	
               

            


    

    
      	
               

            	
              6.03

            	
              Beneficiary
                Who Is Not Legally
                Competent 

            	
               

            


    

    
      	
               

            	
              6.04

            	
              Distributions
                Upon
                Death 

            	
               

            


    

    


    
      	
               

            	
              Article
                VII - Unfunded
                Plan

            


    

    


    
      	
               

            	
              Article
                VIII - Plan
                Administration

            


    

    
      	
               

            	
              8.01

            	
              Plan
                Administrator’s
                Powers 

            	
               

            


    

    
      	
               

            	
              8.02

            	
              Use
                of Third Parties to Assist with Plan
                Administration 

            	
               

            


    

    
      	
               

            	
              8.03

            	
              Proof
                of Right to Receive
                Benefits 

            	
               

            


    

    
      	
               

            	
              8.04

            	
              Claims
                Procedure 

            	
               

            


    

    


    
      	
               

            	
              Article
                IX - Amendment and
                Termination

            


    

    
      	
               

            	
              9.01

            	
              Amendment
                or
                Termination 

            	
               

            


    

    
      	
               

            	
              9.02

            	
              Restrictions
                on Amendment or
                Termination 

            	
               

            


    

    
      	
               

            	
              9.03

            	
              Distributions
                Upon Plan
                Termination 

            	
               

            


    

    


    
      	
               

            	
              Article
                X -
                Miscellaneous

            


    

    
      	
                            
                10.01

            	
              Use
                of Masculine or Feminine
                Pronouns 

            	
               

            


    

    
      	
                            
                10.02

            	
              Transferability
                of Plan
                Benefits 

            	
               

            


    

    
      	
                            
                10.03

            	
              Section
                409A
                Compliance 

            	
               

            


    

    
      	
                            
                10.04

            	
              Controlling
                State
                Law 

            	
               

            


    

    


    
      Table
        of
        Contents

      Page
        ii





    


     

    Deferred
      Income Plan

    for
      Non-Employee Directors

     

    As
      Amended and Restated

    Effective
      January 1, 2008

     

    Introduction

     

    The
      Deferred Income Plan for Non-Employee Directors (the “Plan”) is an unfunded,
      nonqualified deferred compensation arrangement.  The Plan provides
      both elective and nonelective deferred compensation for non-employee directors
      of Textron.  The Plan is amended and restated, effective January 1,
      2008, to
      reflect the requirements of Section 409A of the Internal Revenue Code of
      1986, as amended (the “IRC”) and to
      incorporate
      certain other changes.

     

    Appendix
      A sets forth the provisions of the Plan as in effect on October 3, 2004, when
      IRC Section 409A was enacted as part of the American Jobs Creation Act of
      2004.  Deferred compensation that was earned and vested (within the
      meaning of Section 409A) before January 1, 2005, and any subsequent increase
      that is permitted to be included in this amount under Section 409A, is
      calculated and paid solely as provided in Appendix A, and is not subject to
      any
      other provisions of the Deferred Income Plan for Non-Employee
      Directors.

     

    Deferred
      compensation that was earned or vested after 2004 and before January 1, 2008,
      is
      subject to the provisions of IRC Section 409A.  This deferred
      compensation is paid exclusively as provided in the Deferred Income Plan for
      Non-Employee Directors (not including Appendix A).  Although the
      provisions of the Deferred Income Plan for Non-Employee Directors generally
      are
      effective as of January 1, 2008, the provisions that govern the distribution
      of
      benefits earned or vested after 2004 are effective as of January 1,
      2005.

     

    Section
      5.03(a) permits a Participant to make an election
      before the end of 2007 to receive the Participant’s Account under one of the
      distribution options in Section 5.02.  Appendix A also permits a Participant
      to make a distribution election before the end of 2007 for the benefits payable
      under the Appendix.  These special election provisions are effective
      as of July 25, 2007, the date on which this amended and restated Plan was
      adopted by the Board of Directors of Textron Inc.

     

     

    
      Page
        1

    

     



    Article
      I - Definitions

     

    In
      this
      document, the following terms shall have the meanings set forth in this Article,
      unless a contrary or different meaning is expressly provided:

     

    
      	
              1.01  

            	
              “Account”
                means the bookkeeping entry used to record deferred income and earnings
                credited to a Participant under the Plan.  A Participant’s
                Account may be divided into sub-accounts, as determined by the Benefits
                Committee, to track earnings on different hypothetical investment
                funds.  All amounts credited to the Account shall be unfunded
                obligations of Textron: no assets shall be set aside or contributed
                to the
                Plan for the Participant’s benefit.  A Participant’s Account
                does not include deferred income that was earned and vested (within
                the
                meaning of IRC Section 409A) before January 1, 2005, and any subsequent
                increase that is permitted to be included in such amount under IRC
                Section
                409A.  These amounts are calculated and paid solely as provided
                in Appendix A.

            


    

     

    
      	
              1.02  

            	
              “Beneficiary”
                means the person or persons entitled under this Plan to receive Plan
                benefits after a Participant’s death.  A Participant’s estate
                may also be the Participant’s
                Beneficiary.

            


    

     

    
      	
              1.03  

            	
              “Benefits
                Committee” means the Employee Benefits Committee of
                Textron.

            


    

     

    
      	
              1.04  

            	
               “Deferred
                Income” means any elective or non-elective deferred compensation credited
                to a Participant’s Account under this Plan.  A Participant’s
                Deferred Income may consist of some or all of the following
                amounts:

            


    

     

    
      	
               

            	
              (a)

            	
              Automatic
                Deferred Income:  A non-elective deferral of a portion of a
                Participant’s annual retainer equal to $65,000 into the Participant’s
                Stock Unit Account.

            


    

     

    
      	
               

            	
              (b)

            	
              Elective
                Deferred Income:  A deferral of a Participant’s annual
                retainer (in excess of the Automatic Deferred Income), or meeting
                fees,
                made at the election of a Participant and credited to the Moody’s Account
                or Stock Unit Account at the Participant’s
                direction.

            


    

     

    
      	
               

            	
              (c)

            	
              Textron
                Company Contribution:  A matching contribution allocated to
                a Participant’s Stock Unit Account equal to 10% of any Elective Deferred
                Income the Participant allocates to the Stock Unit
                Account.

            


    

     

    
      	
               

            	
              (d)

            	
              Annual
                Stock Unit Grant:  An annual contribution to an eligible
                Participant’s Stock Unit Account equal to 20% of the Participant’s
                then-current annual retainer.

            


    

     

    
      	
              1.05  

            	
              “IRC”
                means the Internal Revenue Code of 1986, as amended.  References
                to any section of the Internal Revenue Code shall include any final
                regulations interpreting that
                section.

            


    

     

    
      Page
        2

    

     

    
      	
              1.06  

            	
              “Participant”
                means a current non-employee director of Textron, or a former non-employee
                director whose Account has not been forfeited or fully
                distributed.

            


    

     

    
      	
              1.07  

            	
              “Plan”
                means this Deferred Income Plan for Non-Employee Directors, as amended
                and
                restated from time to time.

            


    

     

    
      	
              1.08  

            	
              “Separation
                From Service” means a Participant’s resignation, removal, or retirement
                from Textron’s Board of Directors (for a reason other than death or Total
                Disability) that constitutes a good-faith, complete termination of
                his
                relationship with Textron, and that also qualifies as a “separation from
                service” for purposes of IRC Section
                409A.

            


    

     

    
      	
              1.09  

            	
              “Textron
                Company” means Textron or any company controlled by or under common
                control with Textron within the meaning of IRC Section 414(b) or
                (c).

            


    

     

    
      	
              1.10  

            	
              “Total
                Disability” means physical or mental incapacity of a Participant who is
                serving as a director on the disability date that would enable the
                Participant to receive disability benefits under the Federal Social
                Security Act (if he were otherwise eligible for Social Security disability
                benefits), and that also qualifies as a “disability” for purposes of IRC
                Section 409A.

            


    

     

    Article
      II - Participation

     

    
      	
              2.01  

            	
              Initial
                Enrollment.  A non-employee director shall complete the
                enrollment process established by Textron in order to become a Participant
                in the Plan.  The enrollment material shall designate the time
                and form of distribution for the Participant’s Account, designate the
                amount of Elective Deferred Income the Participant chooses to contribute
                and the portion allocated to each investment fund, and identify the
                Participant’s Beneficiary.

            


    

     

    
      	
               

            	
              (a)

            	
              If
                the non-employee director was not previously eligible to participate
                in
                any other account-based elective deferred compensation arrangement
                of a
                Textron Company, he may enroll in the Plan within thirty (30) days
                after
                he is first elected as a non-employee director.  A non-employee
                director’s initial deferral election shall apply only to compensation paid
                for services to be performed in calendar quarters beginning after
                the
                election is made.  If the non-employee director does not
                complete his enrollment within the initial 30-day period, his enrollment
                shall not become effective until the beginning of the next calendar
                year.

            


    

     

    
      	
               

            	
              (b)

            	
              If
                a non-employee director was previously eligible to participate in
                any
                other account-based elective deferred compensation arrangement of
                a
                Textron Company, he may enroll in the Plan at a time designated by
                Textron, but not later than December 31 of the year in which he is
                first
                elected as a non-employee director, and his enrollment shall not
                become
                effective until the beginning of the next calendar
                year.

            


    

     

    
      Page
        3

    

     

    
      	
              2.02  

            	
              Deferral
                Election.  Subject to the requirements set forth in Section
                2.01, a Participant may elect to defer
                any or
                all of the annual retainer (in excess of the $65,000 Automatic Deferred
                Income) and meeting fees into either the Moody’s Account or the Stock Unit
                Account.  After the Participant’s initial deferral election, the
                Participant shall file a new deferral election each year, at a time
                designated by Textron (but not later than December 31), for any eligible
                compensation the Participant will earn in the following year.  A
                deferral election shall become irrevocable at the election deadline
                established by Textron.

            


    

     

    
      	
              2.03  

            	
              Non-Elective
                Deferred Compensation.  In addition to any Elective Deferred
                Income, a Participant’s Account shall be credited with the following types
                of non-elective Deferred Income:

            


    

     

    
      	
               

            	
              (a)

            	
              Automatic
                Deferred Income.  A portion of a Participant’s annual
                retainer equal to $65,000 shall automatically be deferred into the
                Participant’s Stock Unit Account.

            


    

     

    
      	
               

            	
              (b)

            	
              Textron
                Company Contribution.  A Participant shall receive a
                matching contribution in the Participant’s Stock Unit Account equal to 10%
                of any Elective Deferred Income the Participant allocates initially
                to the
                Stock Unit Account.

            


    

     

    
      	
               

            	
              (c)

            	
              Annual
                Stock Unit Grant. A Participant shall receive an annual contribution
                to the Participant’s Stock Unit Account equal to 20% of the Participant’s
                annual retainer on the contribution date, provided that the Participant
                is
                serving as a non-employee director on the date of Textron’s annual meeting
                of shareholders in the year of the contribution and has been a
                non-employee director for more than three months on the contribution
                date.

            


    

     

    Article
      III - Investment
      Accounts

     

    
      	
              3.01  

            	
              Investment
                Accounts.  For recordkeeping purposes, Textron shall
                maintain a Moody’s Account and a Stock Unit Account, as necessary, to
                credit hypothetical investment gains and losses to a Participant’s
                Account.  A Participant may direct the extent to which his
                Elective Deferred Income is allocated initially to the Moody’s Account or
                the Stock Unit Account, and Elective Deferred Income will be credited
                quarterly.  Any Automatic Deferred Income, Textron Company
                Contribution, or Annual Stock Unit Grant shall be allocated automatically
                to the Stock Unit Account.

            


    

     

    
      	
              3.02  

            	
              Moody’s
                Account.  The Moody’s Account shall earn interest at a
                monthly interest rate that is one twelfth of the greater of (a) 8%,
                or (b)
                the average for the calendar month of the Moody’s Corporate Bond Yield
                Index as published by Moody’s Investors Service, Inc. (or any successor
                thereto), or, if such monthly yield is no


            


    

     

    
      Page
        4

    

     

    
      	 	 longer
              published, a substantially similar average selected by the Benefits
              Committee.  Interest shall be credited as of the end of each
              calendar quarter, for each month during the quarter, on the average
              balance of the Moody’s Account during the quarter, determined by adding
              the opening and closing balances for the quarter and dividing by
              two.


    

    


    
      	
              3.03  

            	
              Stock
                Unit Account.

            


    

     

    
      	
              (a)  

            	
              The
                Stock Unit Account shall consist of phantom shares of Textron common
                stock.  The number of stock units credited to a Participant’s
                Stock Unit Account as a result of any elective or non-elective
                contribution shall equal the amount of the cash contribution credited
                on
                the last day of a calendar quarter divided by the average of the
                composite
                closing prices of Textron common stock, as reported in The Wall Street
                Journal, for each trading day in the quarter in which the credit is
                made.

            


    

     

    
      	
              (b)  

            	
              Textron
                shall credit additional stock units to a Participant’s Stock Unit Account
                to reflect dividend equivalents attributable to the stock units that
                were
                credited to the Participant’s Stock Unit Account on the record
                date.  The number of additional stock units shall be determined
                by dividing the dividend amount by the average of the composite closing
                prices of Textron common stock, as reported in The Wall Street
                Journal, for each trading day in the quarter in which the record date
                occurs.

            


    

     

    
      	
              (c)  

            	
              The
                number of stock units credited to a Participant’s Stock Unit Account shall
                be adjusted, without receipt of any consideration by Textron, on
                account
                of any stock split, stock dividend, or similar increase or decrease
                affecting Textron common stock, as if the stock units were actual
                shares
                of Textron common stock.

            


    

     

    
      	
              (d)  

            	
              All
                distributions from the Stock Unit Account shall be made in
                cash.  No Textron common stock shall be distributed from the
                Plan in any circumstance.

            


    

     

    
      	
              3.04  

            	
              Quarterly
                Adjustments.  A Participant’s Moody’s Account and Stock Unit
                Account shall be adjusted on the last day of each calendar quarter
                to
                reflect additional Deferred Income credited to the Account, distributions
                from the Account, and investment gains or losses allocated to the
                Account.

            


    

     

    
      	
              3.05  

            	
              Transfers
                and Distributions From Stock Unit Account.  A Participant
                who has Separated From Service may elect to transfer all or part
                of his
                Stock Unit Account in cash to his Moody’s Account.  The
                Participant may elect a transfer once each calendar quarter, in 5%
                increments (with a minimum transfer of 10% of the Stock Unit Account),
                effective as of the first day of the calendar quarter following the
                minimum notice of three business days.  The cash value
                transferred will be 

            


    

     

    Page
      5

     

      	
               

            	
              determined
                by multiplying (a) the average of the composite closing prices of
                Textron
                common stock, as reported in The Wall Street Journal, for the ten
                trading days immediately following the calendar quarter in which
                the
                election to transfer was made, times (b) the number of whole and
                fractional vested stock units credited to the Participant’s Stock Unit
                Account on the last day of the calendar quarter preceding the transfer,
                times (c) the percentage being transferred.  The same
                methodology shall be used to determine the amount of any cash distribution
                from the Participant’s Stock Unit
                Account.

            


    

     

    Article
      IV - Vesting

     

    
      	
              4.01  

            	
              Elective
                Deferred Income, Automatic Deferred Income, and Annual Stock Unit
                Grant.  A Participant’s Elective Deferred Income, Automatic
                Deferred Income, and Annual Stock Unit Grant shall always be 100%
                vested.

            


    

     

    
      	
              4.02  

            	
              Textron
                Company Contribution.  A Participant’s Textron Company
                Contribution, and any dividend equivalents associated with the Textron
                Company Contribution, shall vest as
                follows:

            


    

     

    
      	
              (a)  

            	
              50%
                of the Textron Company Contribution and associated dividend equivalents
                shall vest on December 31 of the calendar year in which the Elective
                Deferred Income would have been paid to the Participant if he had
                not made
                a deferral election, but only if the Participant has not received
                a
                distribution of the matched Elective Deferred Income before that
                December
                31; and

            


    

     

    
      	
              (b)  

            	
              the
                remaining 50% of the Textron Company Contribution and associated
                dividend
                equivalents shall vest on the following December 31, but only if
                the
                Participant has not received a distribution of the matched Elective
                Deferred Income before that December
                31.

            


    

     

    
      	
              (c)  

            	
              Any
                Textron Company Contribution and associated dividend equivalents
                that have
                not vested pursuant to subsections (a) and (b), above, shall continue
                to
                vest after the Participant’s Separation from Service, but only if the
                Participant has not received a distribution of the matched Elective
                Deferred Income before the vesting date.  Any Textron Company
                Contribution and associated dividend equivalents that have not vested
                pursuant to subsections (a) and (b), above, shall become 100% vested
                upon
                the Participant’s death or Total
                Disability.

            


    

     

    
      	
              4.03  

            	
              Forfeiture
                of Non-Vested Amounts.  Any portion of the Participant’s
                Textron Company Contribution and associated dividend equivalents
                that is
                not vested when the Participant receives a distribution of the matched
                Elective Deferred Income shall be
                forfeited.

            


    

     

    
      Page
        6

    

     

    Article
      V - Payments
      to Participants

     

    
      	
              5.01  

            	
              Separation
                From Service.  Upon a Participant’s Separation From Service
                or Total Disability, the distribution of the Participant’s Account shall
                commence (or, in the case of a lump sum distribution, shall be made)
                on
                the date elected by the Participant in accordance with Section 5.03.

            


    

     

    
      	
              5.02  

            	
              Time
                and Form of Payment.  Subject to Section 5.04 (automatic lump-sum distributions),
                below,
                the distribution of a Participant’s Account upon Separation From Service
                or Total Disability shall be made in one of the following
                forms:

            


    

     

    
      	
              (a)  

            	
              A
                lump sum payment on the last business day of the first calendar quarter
                commencing after his Separation From
                Service.

            


    

     

    
      	
              (b)  

            	
              A
                lump sum payment on the last business day of January in the first
                calendar
                year commencing after his Separation From
                Service.

            


    

     

    
      	
              (c)  

            	
              Annual
                installments over a period not exceeding 10 years, commencing on
                the last
                business day of January in the first calendar year after his Separation
                From Service, with subsequent installments paid on the anniversary
                of that
                date.  The installment payment shall be calculated each year by
                dividing the Participant’s unpaid account balance as of January 1 of that
                year by the remaining number of unpaid
                installments.  Installment payments shall be made ratably from
                the Participant’s Moody’s Account and Stock Unit
                Account.

            


    

     

    
      	
              5.03  

            	
              Distribution
                Elections.

            


    

     

    
      	
              (a)  

            	
              A
                Participant may make a special election before the end of 2007 to
                receive
                the Participant’s Account under one of the distribution options in Section
                5.02.  The Participant may not make
                a new election under this paragraph if the election would accelerate
                payment of the Participant’s benefit into the year of the new election, or
                if the new election would postpone a distribution that otherwise
                would be
                made in 2007.  An election under this paragraph shall be made in
                the manner prescribed by the Plan Administrator; but the election
                shall
                not be required to comply with the requirements of subsection (c),
                below
                (concerning changes in payment
                elections).

            


    

     

    
      	
              (b)  

            	
              Any
                Participant whose Account is first credited with Deferred Income
                after
                2007 must make a distribution election at the time of the Participant’s
                enrollment in the Plan.  If a Participant does not make a valid
                distribution election at the time of his initial enrollment, the
                Participant shall be deemed to have elected a lump sum payment of
                his
                Account on the last business day of January in the first calendar
                year
                commencing after his Separation From
                Service.

            


    

     

    
      Page
        7

    

     

    
      	
              (c)  

            	
              After
                2007, a Participant may change the form of payment he previously
                elected
                for his Account once (but only once).  The Participant’s new
                payment election must satisfy the following
                requirements:

            


    

     

    
      	
              (1)  

            	
              the
                new election must be made at least twelve months before the date
                when
                payment of the Account would otherwise commence (and the new election
                shall be ineffective if a subsequent event causes the original payment
                date to fall within the 12-month period);
                and

            


    

     

    
      	
              (2)  

            	
              the
                new election must defer the date on which payment of the Account
                will
                commence by at least five years from the commencement date applicable
                to
                the Participant’s previous
                election.

            


    

     

    
      	
              5.04  

            	
              Automatic
                Lump Sum Payments.  If the value of a Participant’s Account
                at the time of his Separation From Service or Total Disability is
                $100,000
                or less, the Participant’s Account shall be paid in a lump sum, even if
                the Participant elected to receive
                installments.

            


    

     

    
      	
              5.05  

            	
              Administrative
                Adjustments in Payment Date.  A payment is treated as being
                made on the date when it is due under the Plan if the payment is
                made on
                the due date specified by the Plan, or on a later date that is either
                (a) in the same calendar year (for a payment whose specified due date
                is on or before September 30), or (b) by the 15th day of the third
                calendar month following the date specified by the Plan (for a payment
                whose specified due date is on or after October 1).  A payment
                also is treated as being made on the date when it is due under the
                Plan if
                the payment is made not more than 30 days before the due date specified
                by
                the Plan.  A Participant may not, directly or indirectly,
                designate the taxable year of a payment made in reliance on the
                administrative rules in this Section 5.05.

            


    

     

    
      	
              5.06  

            	
              Distributions
                Before January 1, 2008.  Distributions after 2004 and before
                the effective date of the Plan were made in good faith compliance
                with IRC
                Section 409A and Internal Revenue Service guidance interpreting IRC
                Section 409A.

            


    

     

    Article
      VI - Payments
      to Beneficiaries

     

    
      	
              6.01  

            	
              Designating
                a Beneficiary.  A Participant may designate one or more
                Beneficiaries to receive the Participant’s Account after his
                death.  The designation shall be made in writing on a form
                provided by Textron, and shall be subject to any requirements or
                conditions Textron imposes.  The Participant may change the
                Beneficiary designation at any time before the earlier of the
                Participant’s death or the complete distribution of the Participant’s
                Account.  If a Participant’s Account is community property, any
                designation of a Beneficiary shall be valid or effective only as
                permitted
                under applicable law.  Any valid Beneficiary
                

            


    

     

    
      Page
        8

    

     

    
      	
               

            	
              designation,
                and any valid change in a previous Beneficiary designation, shall
                become
                effective when Textron receives and accepts the Beneficiary designation
                form.  The most recent valid Beneficiary designation in effect
                at the time of the Participant’s death shall supersede any previous
                Beneficiary designation.

            


    

     

    
      	
              6.02  

            	
              Default
                Beneficiary.  In the absence of an effective Beneficiary
                designation, or if all persons so designated have predeceased the
                Participant, the Participant’s Account shall be paid to the Participant’s
                surviving spouse.  If there is no surviving spouse, the
                Participant’s Account shall be paid to the Participant’s natural and
                adopted children and their descendants per stirpes or, if there are
                no
                natural or adopted children or their descendants, to the Participant’s
                estate.

            


    

     

    
      	
              6.03  

            	
              Beneficiary
                Who Is Not Legally Competent.  If a Participant’s
                Beneficiary is a minor, a person who has been declared incompetent,
                or a
                person incapable of handling the disposition of his property, the
                Benefits
                Committee may direct Textron to pay the Participant’s Account to the
                guardian, legal representative, or person having the care and custody
                of
                such Beneficiary.  The Benefits Committee may require proof of
                incompetency, minority, incapacity, or guardianship as it deems
                appropriate prior to distribution of the Account.  Such
                distribution shall completely discharge the Benefits Committee and
                any
                Textron Company from all liability with respect to such Beneficiary’s
                interest in the Account.

            


    

     

    
      	
              6.04  

            	
              Distributions
                Upon Death.  If a Participant dies before his Account has
                been fully distributed, any amount remaining in his Account at his
                death
                shall be paid to his Beneficiary in a lump sum on the last business
                day of
                the month following his death.  If a Beneficiary is receiving
                installment payments as of December 31, 2007, any remaining installments
                due after 2007 shall be aggregated and paid in a lump sum on the
                last
                business day of January 2008.

            


    

     

    Article
      VII - Unfunded
      Plan

     

    Benefits
      provided under this Plan are unfunded obligations of Textron.  Nothing
      contained in this Plan shall require Textron to segregate any monies from its
      general funds, to create any trust, to make any special deposits, or to purchase
      any policies of insurance with respect to such obligations.

     

    Article
      VIII - Plan
      Administration

     

    
      	
              8.01  

            	
              Plan
                Administrator’s Powers.  Textron shall have all such powers
                as may be necessary to carry out the provisions hereof. Textron may
                from
                time to time establish rules for the administration of this Plan
                and the
                transaction of its business. Subject to Section 8.04, any actions by Textron shall be final,
                conclusive and binding on each Participant and all persons claiming
                by,
                through or under any Participant.  Textron (and any person or
                persons to whom it delegates any of its authority as plan administrator)
                shall have discretionary 

            


    

     

    
      Page
        9

       

    

    
      	
               

            	
              authority
                to determine eligibility for Plan benefits, to construe the terms
                of the
                Plan, and to determine all questions arising in the administration
                of the
                Plan.

            


    

     

    
      	
              8.02  

            	
              Use
                of Third Parties to Assist with Plan
                Administration.  Textron may employ or engage such agents,
                accountants, actuaries, counsel, other experts and other persons
                as it
                deems necessary or desirable in connection with the interpretation
                and
                administration of this Plan.  Textron and its committees,
                officers, directors and employees shall not be liable for any action
                taken, suffered or omitted by them in good faith in reliance upon
                the
                advice or opinion of any such agent, accountant, actuary, counsel
                or other
                expert.  All action so taken, suffered or omitted shall be
                conclusive upon each of them and upon all other persons interested
                in this
                Plan.

            


    

     

    
      	
              8.03  

            	
              Proof
                of Right to Receive Benefits.  Textron may require proof of
                death or Total Disability of any Participant and evidence of the
                right of
                any person to receive any Plan
                benefit.

            


    

     

    
      	
              8.04  

            	
              Claims
                Procedure.  A Participant or Beneficiary who believes that
                he is being denied a benefit to which he is entitled under the Plan
                may
                file a written request with the Benefits Committee setting forth
                the
                claim.  The Benefits Committee shall consider and resolve the
                claim.  

            


    

     

    Article
      IX - Amendment
      and Termination

     

    
      	
              9.01  

            	
              Amendment
                or Termination.  Subject to Section 9.02, below, the Board or its designee
                shall
                have the right to amend, modify, suspend, or terminate this Plan
                at any
                time by written resolution or other formal action reflected in
                writing.

            


    

     

    
      	
              9.02  

            	
              Restrictions
                on Amendment or Termination.  No amendment, modification,
                suspension, or termination shall reduce the amount credited to a
                Participant’s Account immediately before the effective date of the
                amendment, modification, suspension, or
                termination.  

            


    

     

    
      	
              9.03  

            	
              Distributions
                Upon Plan Termination.  Upon the termination of the Plan by
                the Board with respect to all Participants, and termination of all
                arrangements sponsored by any Textron Company that would be aggregated
                with the Plan under IRC Section 409A, Textron shall have the right,
                in its
                sole discretion, and notwithstanding any elections made by the
                Participant, to pay the Participant’s vested Account in a lump sum, to the
                extent permitted under IRC Section 409A.  All payments that may
                be made pursuant to this Section 9.03 shall
                be made no earlier than the thirteenth month and no later than the
                twenty-fourth month after the termination of the Plan.  Textron
                may not accelerate payments pursuant to this Section 9.03 if the termination of the Plan is
                proximate
                to a downturn in Textron’s financial health.  If Textron
                exercises its discretion to accelerate payments under this Section
9.03, it shall not adopt any new arrangement
                that would have been 

            


    

     

     

    
      Page
        10

    

     

    
      	
                

            	
              aggregated
                with the Plan under IRC Section 409A within three years following
                the date
                of the Plan’s termination.

            


    

     

    Article
      X - Miscellaneous

     

    
      	
              10.01  

            	
              Use
                of Masculine or Feminine Pronouns.  Unless a contrary or
                different meaning is expressly provided, each use in this Plan of
                the
                masculine or feminine gender shall include the other and each use
                of the
                singular number shall include the
                plural.

            


    

     

    
      	
              10.02  

            	
              Transferability
                of Plan Benefits.

            


    

     

    
      	
              (a)  

            	
              Textron
                shall recognize the right of an alternate payee named in a domestic
                relations order to receive all or a portion of a Participant’s benefit
                under the Plan, provided that (1) the domestic relations order would
                be a
                “qualified domestic relations order” within the meaning of IRC Section
                414(p) if IRC Section 414(p) were applicable to the Plan (except
                that the
                order may require payment to be made to the alternate payee before
                the
                Participant’s earliest retirement age), (2) the domestic relations order
                does not purport to give the alternate payee any right to assets
                of any
                Textron Company, (3) the domestic relations order does not purport
                to
                allow the alternate payee to defer payments beyond the date when
                the
                benefits assigned to the alternate payee would have been paid to
                the
                Participant, and (4) the domestic relations order does not require
                the
                Plan to make a payment to an alternate payee in any form other than
                a cash
                lump sum.

            


    

     

    
      	
              (b)  

            	
              Except
                as provided in subsection (a) concerning domestic relations orders,
                no
                amount payable at any time under this Plan shall be subject in any
                manner
                to alienation, sale, transfer, assignment, pledge or encumbrance
                of any
                kind.  Any attempt to alienate, sell, transfer, assign, pledge
                or otherwise encumber any such benefit, whether presently or subsequently
                payable, shall be void unless so approved.  Except as required
                by law, no benefit payable under this Plan shall in any manner be
                subject
                to garnishment, attachment, execution or other legal process, or
                be liable
                for or subject to the debts or liability of any Participant or
                Beneficiary.

            


    

     

    
      	
              10.03  

            	
              Section
                409A Compliance.  The Plan is intended to comply with IRC
                Section 409A and should be interpreted accordingly.  Any
                distribution election that would not comply with IRC Section 409A
                is not
                effective.  To the extent that a provision of this Plan does not
                comply with IRC Section 409A, such provision shall be void and without
                effect.  Textron does not warrant that the Plan will comply with
                IRC Section 409A with respect to any Participant or with respect
                to any
                payment, however.  In no event shall any Textron Company; any
                director, officer, or employee of a Textron Company; or any member
                of the
                Benefits Committee be 

            


    

     

    Page
      11

     

    
      	
               

            	
              liable
                for any additional tax, interest, or penalty incurred by a Participant
                or
                Beneficiary as a result of the Plan’s failure to satisfy the requirements
                of IRC Section 409A, or as a result of the Plan’s failure to satisfy any
                other requirements of applicable tax
                laws.

            


    

     

     

    
      	
              10.04  

            	
              Controlling
                State Law.  This Plan shall be construed in accordance with
                the laws of the State of Delaware.

            


    

     

     

     

    


     

     

    
      Page
        12

       

      


      
 

       

      


       

      


       

      TEXTRON

       

      


       

      
        	
                 

                DEFERRED
                  INCOME PLAN

                FOR
                  NON-EMPLOYEE DIRECTORS

                ____________________________

                APPENDIX
                  A

                ____________________________

                Prior
                  Plan Provisions

                (As
                  in effect before January 1, 2008)

                 

              


      

      


       

      



      Deferred
        Income Plan

      for
        Non-Employee Directors

      Appendix
        A — Prior Plan Provisions

       

      Table
        of Contents

      


      


      Introduction

      


      ARTICLE
        I – PARTICIPATION

      


      ARTICLE
        II – DEFERRED INCOME
        ACCOUNTS

      


      ARTICLE
        III – PAYMENTS

      


      ARTICLE
        IV – MISCELLANEOUS

      


      
Table
        of
        Contents

      Page
        i

      Deferred
        Income Plan

      for
        Non-Employee Directors

      Appendix
        A — Prior Plan Provisions

       

      Introduction

       

      Before
        January 1, 2008, the Deferred Income Plan for Non-Employee Directors (the
        “Plan”) provided both elective and nonelective deferred compensation for
        non-employee directors of Textron.  The
        Plan
        has been amended and restated, effective January 1, 2008, to reflect the
        requirements of Section 409A of the
        Internal Revenue Code of 1986, as amended (the “IRC”) and to incorporate
        certain other changes.

       

      
        	
                A.

              	
                Protected
                  Benefits

              


      

      
        	
                 

              	
                (Earned
                  and Vested Before 2005)

              


      

       

      The
        portion of Appendix A that follows this Introduction sets forth the provisions
        of the Plan as in effect on October 3, 2004, when IRC Section 409A was enacted
        as part of the American Jobs Creation Act of 2004, with certain modifications
        imposing additional restrictions on distributions and changing provisions
        for
        measuring investment returns.  Directors’ deferred compensation that
        was earned and vested (within the meaning of Section 409A) before January
        1,
        2005, and any subsequent increases that are permitted to be included in this
        amount under Section 409A (“Protected Benefits”), are calculated and paid solely
        as provided in Appendix A, and are not subject to any other provisions of
        the
Deferred
        Income Plan for Non-Employee Directors.

       

      The
        Protected Benefits are not intended to be subject to IRC Section
        409A.  No amendment to this Appendix A that would constitute a
“material modification” for purposes of Section 409A shall be effective unless
        the amending instrument states that it is intended to materially modify Appendix
        A and to cause the Protected Benefits to become subject to Section
        409A.  Although the Key Executive Protected Benefits are not intended
        to be subject to Section 409A, no Textron Company (nor any director, officer,
        or
        other representative of a Textron Company) shall be liable for any adverse
        tax
        consequence suffered by a Director or Beneficiary if a Protected Benefit
        becomes
        subject to Section 409A.

       

      
        	
                B.

              	
                Benefits
                  Subject To Section 409A

              


      

      
        	
                 

              	
                (Earned
                  or Vested From 2005 Through
                  2007)

              


      

       

      Deferred
        compensation earned by Directors after 2004, and deferred compensation that
        became vested after 2004, are subject to the provisions of IRC Section
        409A.  To the extent that these benefits were earned under the Plan
        before January 1, 2008, the benefits shall be calculated under the provisions
        of
        the Plan set forth in this Appendix A.  However, any benefits earned
        or vested under the Plan after 2004 shall be paid exclusively as provided
        in the
        Deferred Income Plan for Non-Employee Directors (not 

       

       

      Appendix
        A

      Page
        1

       

      including
        this Appendix A), and shall not be subject to any provision of Appendix A
        that
        relates to the payment or distribution of benefits.  Although the
        provisions of the Deferred Income Plan for Non-Employee Directors generally
        are
        effective as of January 1, 2008, the provisions that govern the distribution
        of
        benefits earned or vested after 2004 under the Plan are effective as of January
        1, 2005.

       

      Section
        3.3 requires a Director to make an election before the end of 2007 to receive
        the Director’s Account under one of the distribution options in Section
        3.3.  This election provision is effective as of July 25, 2007, the
        date on which the Plan was adopted by the Board of Directors of Textron
        Inc.

       

      Deferred
        Income Plan

      for
        Non-Employee Directors

       

      The
        text
        that follows sets forth the provisions of the Plan as in effect on October
        3,
        2004, and as modified thereafter in certain respects that do not constitute
        “material modifications” for purposes of IRC Section 409A.  The
        defined terms in Appendix A relate only to the provisions set forth in Appendix
        A: they do not apply to any other provisions of the Deferred Income Plan
        for
        Non-Employee Directors, and terms defined elsewhere in the Deferred Income
        Plan
        for Non-Employee Directors do not apply to Appendix A.  No additional
        benefits shall accrue or be deferred under Appendix A after December 31,
        2007.

      


      ARTICLE
        I
– PARTICIPATION

       

      
        
          	
                   

                	
                  1.1  

                	
                  Non-employee
                    members of the Board of Directors of Textron Inc. may elect to
                    defer
                    receipt of any or all of the annual retainer, in excess of the
                    $60,000
                    required deferral to the stock unit account, and meeting fees
                    into either
                    a stock unit account or an interest-bearing account.  The Annual
                    Stock Unit Grant is automatically deferred into the stock unit
                    account.

                


        

         

      

      
        	
                 

              	
                1.2
                   

              	
                Each
                  Director must have on file with Textron a Deferral Election Form
                  indicating deferral elections for the following calendar
                  year(s).

              


      

       

      
        	
                 

              	
                1.3 
                  

              	
                For
                  any complete calendar quarters remaining in the calendar year
                  in  which an individual initially becomes a non-employee
                  director, the  Director may elect to defer his or her fees at
                  any time before the start of each such
                  quarter.

              


      

       

      ARTICLE
        II – DEFERRED INCOME ACCOUNTS

       

      
        	
                 

              	
                2.1 

              	
                For
                  record-keeping purposes only, Textron shall maintain a stock unit
                  account
                  and an interest-bearing account for each non-employee
                  Director.

              


      

       

      Appendix
        A

      Page
        2

       

      
        	
                 

              	
                2.2 
                  

              	
                Stock
                  Unit Account.        

              


        	 	 	
                 

                The
                  Stock Unit Account shall consist of Stock Units, which are fictional
                  shares of Textron common stock accumulated and accounted for the
                  sole
                  purpose of determining the cash payout of any distribution under
                  this
                  portion of the Plan.

              


        	 	 	
                 

                As
                  of the end of each calendar quarter, Textron shall credit to the
                  Stock
                  Unit Account 10% (includes a 10% Premium contributed by Textron,
                  the
                  “Premium”) of the amount the Director deferred into this account during
                  the quarter.  Textron shall credit no Premium with respect to
                  the Annual Stock Unit Grant or the required deferral. Textron shall
                  also
                  credit to this account Stock Units equal to the number of shares
                  of
                  Textron common stock that would have been allocated on account
                  of
                  dividends.

              


        	 	 	
                 

                The
                  number of Stock Units Textron shall credit to the Stock
                  Unit  Account will equal the number of shares of Textron common
                  stock that could have been purchased at a price per share equal
                  to the
                  average price per share of Textron common stock contributed to
                  the Textron
                  Savings Plan during that quarter.

              


        	 	 	
                 

                Half
                  of the 10% Premium contributed by Textron shall vest (become
                  nonforfeitable) on December 31 of the calendar year in which the
                  deferred
                  income otherwise would have been paid, and the remaining half on
                  the next
                  December 31.  The Premium will continue to vest after the
                  termination of  the Directorship.  The Premium will
                  vest only if the related deferred compensation is unpaid at the
                  time of
                  vesting.  Unvested Premiums shall vest immediately upon the
                  Director’s death or total disability as determined by the Textron Benefits
                  Committee.

              


      

       

      
        	
                 

              	
                2.3

              	
                Moody’s
                  Account

              


      

       

      
        	
                 

              	
                As
                  of the end of each calendar quarter Textron shall credit to the
                  Moody’s
                  Account an amount equal to interest on the average balance the
                  Moody’s
                  Account during such quarter.  The average balance will be
                  computed by adding the opening and closing balances for the quarter
                  and
                  dividing by two.  Interest will be credited monthly at the
                  greater of 8% or the Moody’s Corporate Bond Yield Index
                  Rate.

              


      

       

      ARTICLE
        III – PAYMENTS

       

      
        	
                3.1  

              	
                Payments
                  or withdrawals from either the Stock Unit Account or the Moody’s Account
                  or transfers between the two accounts shall not be allowed while
                  the
                  individual remains a Director of Textron.  Prior to or at the
                  time of the Director’s resignation, removal, or retirement from the Board
                  of Directors, the 

              


      

       

      Appendix
        A

      Page
        3

       

      
        	
              	
                Director
                  must elect a payment schedule.

              


      

       

      
        	
                3.2  

              	
                Upon
                  the Director’s resignation, removal, or retirement from the Board of
                  Directors, the Director may, once each calendar quarter, elect
                  to
                  transfer, in 5% increments (with a minimum transfer of 10% of the
                  Stock
                  Unit Account), any or all amounts in the Stock Unit Account to
                  the Moody’s
                  Account.  The cash amount transferred will be determined by
                  multiplying the current value of Textron common stock by the number
                  of
                  whole or fractional Stock Units in the Stock Unit Account as of
                  the end of
                  that calendar quarter times the percentage being
                  transferred.  The current value shall be the average of the
                  composite closing prices, as reported in The Wall Street Journal
                  for the ten trading days immediately following the calendar quarter
                  in
                  which the election to transfer was
                  made.

              


      

       

      
        	
                3.3  

              	
                A
                  Director must make a payment election by completing the Payment
                  Election
                  Form before the end of 2007.  The Director may elect on the
                  Payment Election Form to receive (1) the entire amount of his or
                  her
                  accounts as soon as practical following the end of the current
                  quarter
                  which will be deemed to be an election to transfer under the provisions
                  of
                  paragraph 3.2 in the current quarter all amounts in the Director’s Stock
                  Unit Account, (2) the entire amount of his or her accounts as soon
                  as
                  practical following the end of the current calendar year which
                  will be
                  deemed to be an election to transfer under the provisions of paragraph
                  3.2
                  in the final quarter of the current calendar year all amounts in
                  the
                  Director’s Stock Unit Account, or (3) payment in a number of annual
                  installments, each payable as soon as practical following the end
                  of each
                  successive calendar year, over a period of up to five years which
                  will be
                  deemed to be an election to transfer under the provisions of paragraph
                  3.2
                  in the final quarter of each respective calendar year an amount,
                  if
                  necessary, from the Director’s Stock Unit Account sufficient to make the
                  required payment.  Annual installments shall be calculated each
                  year by dividing the unpaid amount as of January 1 of that year
                  by the
                  remaining number of unpaid installments.  If a Director fails to
                  make a payment election before the end of 2007, the Director’s Account
                  shall be distributed in a lump sum following the end of the calendar
                  year
                  in which he retires or otherwise terminates from the Board of
                  Directors.

              


      

       

      
        	
                3.4  

              	
                During
                  the installment period, the unpaid balance in the Moody’s Account will
                  continue to earn interest at the same rate as if the individual
                  had
                  continued as a Director.

              


      

       

      
        	
                3.5  

              	
                If
                  a Director dies before his Account has been fully distributed,
                  any amount
                  remaining in his Account at his death shall be paid to his Beneficiary
                  in
                  a lump sum on the last business day of the month following his
                  death.  If a Beneficiary is receiving installment payments as of
                  December 31, 2007, any remaining installments due after 2007 shall
                  be
                  aggregated and paid in a lump 

              


      

       

       

      Appendix
        A

      Page
        4

      
 

      
        	 	sum
                on the last business day of January 2008.


      

       

      
        	 	The
                designated beneficiary may be changed from time to time by delivering
                a
                new Designation of Beneficiary Form to Textron.  If no
                designation is made, or if the named beneficiary predeceases the
                Director,
                payment shall be made to the Director’s
                estate.


         

      

      
        	
                3.6  

              	
                At
                  the discretion of Textron, the payments to be made after the Director’s
                  resignation, removal, or retirement from the Board of  Directors
                  pursuant to this Article III may be accelerated in such amounts
                  and at
                  such times as the Benefits Committee
                  determines.

              


      

       

      ARTICLE
        IV – MISCELLANEOUS

       

      
        	
                4.1  

              	
                Benefits
                  provided under this Plan are unfunded obligations of
                  Textron.  Nothing contained in this Plan shall require Textron
                  to segregate any monies from its general funds with respect to
                  such
                  obligations.

              


      

       

      
        	
                4.2  

              	
                The
                  Textron Benefits Committee shall be the plan administrator of this
                  Plan
                  and shall be solely responsible for its general administration
                  and
                  interpretation and for carrying out the provisions hereof, and
                  shall have
                  all such powers as may be necessary to do
                  so.

              


      

       

      
        	
                4.3  

              	
                Unless
                  a contrary or different meaning is expressly provided, each use
                  in this
                  Plan of the masculine or feminine shall include the other and each
                  use of
                  the singular number shall include the
                  plural.

              


      

       

      
        	
                4.4  

              	
                Textron
                  shall recognize the right of an alternate payee named in a domestic
                  relations order to receive all or a portion of a Participant’s benefit
                  under the Plan, provided that (1) the domestic relations order
                  would be a
                  “qualified domestic relations order” within the meaning of IRC Section
                  414(p) if IRC Section 414(p) were applicable to the Plan (except
                  that the
                  order may require payment to be made to the alternate payee before
                  the
                  Participant’s earliest retirement age), (2) the domestic relations order
                  does not purport to give the alternate payee any right to assets
                  of any
                  Textron Company, (3) the domestic relations order does not purport
                  to
                  allow the alternate payee to defer payments beyond the date when
                  the
                  benefits assigned to the alternate payee would have been paid to
                  the
                  Participant, and (4) the domestic relations order does not require
                  the
                  Plan to make a payment to an alternate payee in any form other
                  than a cash
                  lump sum.  Except as provided in the preceding sentence
                  concerning domestic relations orders, no amount payable at any
                  time under
                  this Plan shall be subject in any manner to alienation, sale, transfer,
                  assignment, pledge or encumbrance of any kind.  Any attempt to
                  alienate, sell, transfer, assign, pledge or otherwise encumber
                  any such
                  benefit, whether presently or subsequently payable, shall be void
                  unless
                  so approved.  Except as

              


      

       

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                required
                  by law, no benefit payable under this Plan shall in any manner
                  be subject
                  to garnishment, attachment, execution or other legal process, or
                  be liable
                  for or subject to the debts or liability of any Director or
                  Beneficiary.

              


      

       

      
        	
                4.5  

              	
                The
                  Board or its designee shall have the right to amend, modify, suspend,
                  or
                  terminate this Plan at any time by written ratification of such
                  action;
                  provided, however, that no amendment, modification, suspension,
                  or
                  termination shall reduce the amount credited to either the Stock
                  Unit
                  Account or the Moody’s Account immediately before the effective date of
                  the amendment, modification, suspension, or
                  termination.

              


      

       

      
        	
                4.6  

              	
                This
                  Plan shall be construed in accordance with the laws of the State
                  of
                  Delaware.

              


      

       

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