exhibit10-8.htm


    
 

    


    Exhibit
      10.8

    TEXTRON


    


    


    


    
      	
               

              DEFERRED
                INCOME PLAN

              FOR
                TEXTRON EXECUTIVES

              ____________________

               

              Effective
                January 1, 2008

               

               

            


    

    


    




    Deferred
      Income Plan

    for
      Textron Executives

     

    Effective
      January 1, 2008

    


    Table
      of Contents

    


    


    
      	
               

            	
              Introduction

            


    

     

    
      	
               

            	
              Article
                I -
                Definitions

            


    

     

    
      	
               

            	
              1.01

            	
              “Account” 

            	
               

            


    

     

    
      	
               

            	
              1.02

            	
              “Beneficiary” 

            	
            


    

     

    
      	
               

            	
              1.03

            	
              “Benefits
                Committee” 

            	
               

            


    

     

    
      	
               

            	
              1.04

            	
              “Board” 

            	
               

            


    

     

    
      	
               

            	
              1.05

            	
              “Change
                in Control” 

            	
               

            


    

     

    
      	
               

            	
              1.06

            	
              “Deferred
                Income” 

            	
               

            


    

     

    
      	
               

            	
              1.07

            	
              “Eligible
                Individual” 

            	
               

            


    

     

    
      	
               

            	
              1.08

            	
              “Executive
                Plan” 

            	
               

            


    

     

    
      	
               

            	
              1.09

            	
              “Interest” 

            	
               

            


    

     

    
      	
               

            	
              1.10

            	
              “IRC” 

            	
               

            


    

     

    
      	
               

            	
              1.11

            	
              “Key
                Executive
                Plan\ 

            	
               

            


    

     

    
      	
               

            	
              1.12

            	
              “Participant” 

            	
               

            


    

     

    
      	
               

            	
              1.13

            	
              “Plan” 

            	
               

            


    

     

    
      	
               

            	
              1.14

            	
              “Schedule
                A
                Participant” 

            	
               

            


    

     

    
      	
               

            	
              1.15

            	
              “Schedule
                B
                Participant” 

            	
               

            


    

     

    
      	
               

            	
              1.16

            	
              “Separation
                From
                Service” 

            	
               

            


    

     

    
      	
               

            	
              1.17

            	
              “Textron” 

            	
               

            


    

     

    
      	
               

            	
              1.18

            	
              “Textron
                Company” 

            	
               

            


    

     

    Table
      of
      Contents

    Page
      i

     

    
      	
               

            	
              1.19

            	
              “Total
                Disability” 

            	
               

            


    

     

    
      	
               

            	
              1.20

            	
              “Unforeseeable
                Emergency” 

            	
               

            


    

     

    
      	
               

            	
              Article
                II - Enrollment and
                Deferrals

            


    

     

    
      	
               

            	
              2.01

            	
              Initial
                Enrollment 

            	
               

            


    

     

    
      	
               

            	
              2.02

            	
              Deferral
                Election 

            	
               

            


    

     

    
      	
               

            	
              2.03

            	
              Deferral
                Election
                Requirements 

            	
               

            


    

     

    
      	
               

            	
              2.04

            	
              Non-Elective
                Deferred
                Compensation 

            	
               

            


    

     

    
      	
               

            	
              2.05

            	
              Changes
                in Deferral
                Elections 

            	
               

            


    

     

    
      	
               

            	
              Article
                III - Investment
                Accounts

            


    

     

    
      	
               

            	
              3.01

            	
              Investment
                Accounts 

            	
               

            


    

     

    
      	
               

            	
              3.02

            	
              Moody’s
                Account 

            	
               

            


    

     

    
      	
               

            	
              3.03

            	
              Stock
                Unit Account 

            	
               

            


    

     

    
      	
               

            	
              3.04

            	
              Monthly
                Adjustments 

            	
               

            


    

     

    
      	
               

            	
              3.05

            	
              Transfers
                and Distributions From Stock Unit
                Account 

            	
               

            


    

     

    
      	
               

            	
              Article
                IV -
                Vesting

            


    

     

    
      	
               

            	
              4.01

            	
              Elective
                Deferred Income and Automatic Deferred
                Income

            


    

     

    
      	
               

            	
              4.02

            	
              Discretionary
                Deferred
                Income 

            	
               

            


    

     

    
      	
               

            	
              4.03

            	
              Textron
                Company
                Contribution 

            	
               

            


    

     

    
      	
               

            	
              4.04

            	
              Change
                in Control 

            	
               

            


    

     

    
      	
               

            	
              4.05

            	
              Forfeiture
                of Non-Vested
                Amounts 

            	
               

            


    

     

    
      	
               

            	
              Article
                V - Payments to Participants[INSERT PAGE
                NUMBER]

            


    

     

    
      	
               

            	
              5.01

            	
              Separation
                From
                Service 

            	
               

            


    

     

    
      	
               

            	
              5.02

            	
              Total
                Disability 

            	
               

            


    

     

    
      	
               

            	
              5.03

            	
              Form
                of Payment 

            	
               

            


    

     

    
      	
               

            	
              5.04

            	
              Distribution
                Elections 

            	
               

            


    

     

    Table
      of
      Contents

    Page
      ii

     

    
      	
               

            	
              5.05

            	
              Automatic
                Lump Sum
                Payments 

            	
               

            


    

     

    
      	
               

            	
              5.06

            	
              Administrative
                Adjustments in Payment
                Date 

            	
               

            


    

     

    
      	
               

            	
              5.07

            	
              Distribution
                Upon Unforeseeable
                Emergency 

            	
               

            


    

     

    
      	
               

            	
              5.08

            	
              Distribution
                Upon Change in
                Control 

            	
               

            


    

     

    
      	
               

            	
              5.09

            	
              Distributions
                Before July 25,
                2007 

            	
               

            


    

     

    
      	
               

            	
              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

            


    

     

    
      	
               

            	
              7.01

            	
              No
                Plan Assets 

            	
               

            


    

     

    
      	
               

            	
              7.02

            	
              Top-Hat
                Plan Status 

            	
               

            


    

     

    
      	
               

            	
              Article
                VIII - Plan
                Administration

            


    

     

    
      	
               

            	
              8.01

            	
              Plan
                Administrator’s
                Powers 

            	
               

            


    

     

    
      	
               

            	
              8.02

            	
              Tax
                Withholding 

            	
               

            


    

     

    
      	
               

            	
              8.03

            	
              Use
                of Third Parties to Assist with Plan
                Administration 

            	
               

            


    

     

    
      	
               

            	
              8.04

            	
              Proof
                of Right to Receive
                Benefits 

            	
               

            


    

     

    
      	
               

            	
              8.05

            	
              Claims
                Procedure 

            	
               

            


    

     

    
      	
               

            	
              8.06

            	
              Enforcement
                Following a Change in
                Control 

            	
               

            


    

     

    
      	
               

            	
              Article
                IX - Amendment and
                Termination

            


    

     

    
      	
               

            	
              9.01

            	
              Amendment 

            	
               

            


    

     

    
      	
               

            	
              9.02

            	
              Termination 

            	
               

            


    

     

    
      	
               

            	
              9.03

            	
              Distributions
                Upon Plan
                Termination 

            	
               

            


    

     

    
      	
               

            	
              Article
                X -
                Miscellaneous

            


    

     

    
      Table
        of
        Contents

      Page
        iii

    

     

    
      	
              10.01       
                

            	
              Use
                of Masculine or Feminine
                Pronouns 

            	
               

            


    

     

    
      	
              10.02       
                

            	
              Transferability
                of Plan
                Benefits 

            	
               

            


    

     

    
      	
              10.03       
                

            	
              Section
                409A
                Compliance 

            	
               

            


    

     

    
      	
              10.04       
                

            	
              Controlling
                State
                Law 

            	
               

            


    

     

    
      	
              10.05       
                

            	
              No
                Right to
                Employment 

            	
               

            


    

     

    
      	
              10.06       
                

            	
              Additional
                Conditions
                Imposed 

            	
               

            


    

     

    


    
      Table
        of
        Contents

      Page
        iv


    



    


     

    Deferred
      Income Plan

    for
      Textron Executives

     

    Effective
      January 1, 2008

     

    Introduction

     

    The
      Deferred Income Plan for Textron Executives (the “Plan”) is an unfunded,
      nonqualified deferred compensation arrangement.  The Plan provides
      both elective and nonelective deferred compensation for designated executives
      of
      Textron and its affiliates.  The Plan is a continuation of the
      Deferred Income Plan for Textron Key Executives (the “Key Executive Plan”) and
      the Textron Inc. Deferred Income Plan for Executives (the “Executive
      Plan”).  These plans were combined to form the Plan effective January
      1, 2008.

     

    Appendix
      A and Appendix B of the Plan set forth the provisions of the Key Executive
      Plan
      and the Executive 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 or Appendix B, whichever
      is
      applicable, and is not subject to any other provisions of the Deferred Income
      Plan for Textron Executives.

     

    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
      Textron Executives (not including any appendix to the Plan).  Although
      the provisions of the Deferred Income Plan for Textron Executives generally
      are
      effective as of January 1, 2008, the provisions that govern the distribution
      of
      benefits earned or vested after 2004 under the Key Executive Plan or the
      Executive Plan are effective as of January 1, 2005.

     

    Section
      5.04(a) permits a Participant to make a special
      election before the end of 2007 to receive the Participant’s Account under one
      of the distribution options in Section 5.03.  Appendix A and Appendix B also permit
      a Participant to request a distribution option before the end of 2007 for the
      benefits payable under those Appendices.  These special election
      provisions are effective as of July 25, 2007, the date on which the Plan was
      adopted by the Board.

     

    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 and Appendix B, as
                applicable.

            


    

     

    
      	
              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  

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

     

    
      	
              1.05  

            	
              “Change
                in Control” means, for any Participant who was not an employee of a
                Textron Company on December 31,
                2007:

            


    

     

    
      	
              (a)  

            	
              any
                “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of
                the Securities Exchange Act of 1934, as amended (the “Act”) and of IRC
                Section 409A) other than Textron, any trustee or other fiduciary
                holding
                Textron common stock under an employee benefit plan of Textron or
                a
                related company, or any corporation which is owned, directly or
                indirectly, by the stockholders of Textron in substantially similar
                proportions as their ownership of Textron common
                stock

            


    

     

    
      	
              (1)  

            	
              becomes
                (other than by acquisition from Textron or a related company) the
                “beneficial owner” (as defined in Rule 13d-3 under the Act) of stock of
                Textron that, together with other stock held by such person or group,
                possesses more than 50% of the combined voting power of Textron’s
                then-outstanding voting stock, or

            


    

     

    
      	
              (2)  

            	
              acquires
                (or has acquired during the 12-month period ending on the date of
                the most
                recent acquisition by such person) beneficial ownership of stock
                of
                Textron possessing more than 30% of the combined voting power of
                Textron's
                then-outstanding stock, or

            


    

     

    Page
      2

     

     

    
      	
              (3)  

            	
              acquires
                (or has acquired during the 12-month period ending on the date of
                the most
                recent acquisition by such person) all or substantially all of the
                total
                gross fair market value of all of the assets of Textron immediately
                prior
                to such acquisition or acquisitions (where gross fair market value
                is
                determined without regard to any associated liabilities);
                or

            


    

     

    
      	
              (b)  

            	
              a
                merger or consolidation of Textron with any other corporation occurs,
                other than a merger or consolidation that would result in the voting
                securities of Textron outstanding immediately before the merger or
                consolidation continuing to represent (either by remaining outstanding
                or
                by being converted into voting securities of the surviving entity)
                50% or
                more of the combined voting power of the voting securities of Textron
                or
                such surviving entity outstanding immediately after such merger or
                consolidation, or

            


    

     

    
      	
              (c)  

            	
              during
                any 12-month period, a majority of the members of the Board is replaced
                by
                directors whose appointment or election is not endorsed by a majority
                of
                the members of the Board of Directors before the date of their appointment
                or election.

            


    

     

    Each
      of
      the events described above will be treated as a “Change in Control” only to the
      extent that it is a change in ownership, change in effective control, or change
      in the ownership of a substantial portion of Textron’s assets within the meaning
      of IRC Section 409A.

     

    For
      any
      Participant who was an employee of a Textron Company on December 31, 2007,
      the definition set forth above in this Section 1.04 shall be used to determine
      whether an event is a “Change in Control” to the extent that the event would
      alter the time or form of payment of the Participant’s benefit.  To
      the extent that the event would cause any change in the Participant’s rights
      under the Plan that does not affect the status of the Participant’s benefit
      under IRC Section 409A (including, but not limited to, accelerated vesting
      of
      the Participant’s benefit or restrictions on amendments to the Plan), the
      definition set forth in Section 9.03 of Appendix A shall be used to determine
      whether the event is a “Change in Control.”

     

    
      	
              1.06  

            	
              “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 performance
                share unit payout into a Schedule A Participant’s Stock Unit Account to
                meet required stock ownership levels established under the Stock
                Ownership
                Guideline Program for Textron
                Executives.

            


    

     

     

    Page
      3

     

    
      	
              B.  

            	
              Discretionary
                Deferred Income:  A non-elective contribution made at
                Textron’s discretion to the Moody’s Account of a Schedule A or Schedule B
                Participant.

            


    

     

    
      	
              C.  

            	
              Elective
                Deferred Income:  A deferral of eligible compensation made
                at the election of a Schedule A or Schedule B Participant and credited
                to
                the Moody’s Account, or (in the case of a Schedule A Participant) credited
                to the Stock Unit Account at the Participant’s
                direction.

            


    

     

    
      	
              D.  

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

            


    

     

    
      	
              1.07  

            	
              “Eligible
                Individual” means a management or highly compensated employee of a Textron
                Company (a) who is a United States citizen or resident, (b) who is
                in a
                position designated by Textron as Band 1 or who is selected by Textron
                to
                participate in the Plan, and (c) whose annual base salary exceeds
                the
                indexed dollar limit in effect for the current year under IRC Section
                414(q)(1)(B)(i).

            


    

     

    
      	
              1.08  

            	
              “Executive
                Plan” means the Textron Inc. Deferred Income Plan for Executives, as in
                effect before January 1, 2008.  The provisions of the Executive
                Plan are included in this Plan as Appendix
                B.

            


    

     

    
      	
              1.09  

            	
              “Interest”
                means interest computed under Article III of this
                Plan.

            


    

     

    
      	
              1.10  

            	
              “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.

            


    

     

    
      	
              1.11  

            	
              “Key
                Executive Plan” means the Deferred Income Plan for Textron Key Executives,
                as in effect before January 1, 2008.  The provisions of the Key
                Executive Plan are included in this Plan as Appendix
                A.

            


    

     

    
      	
              1.12  

            	
               “Participant”
                means a current Schedule A or Schedule B Participant, or a former
                Participant whose Account has not been forfeited or fully
                distributed.

            


    

     

    
      	
              1.13  

            	
              “Plan”
                means this Deferred Income Plan for Textron Executives, as amended
                and
                restated from time to time.

            


    

     

    
      	
              1.14  

            	
              “Schedule
                A Participant” means an Eligible Individual who is participating in the
                Plan pursuant to Article II, and who is in a position designated
                by
                Textron as a Band 1 position before the beginning of the calendar
                year.

            


    

     

    
      	
              1.15  

            	
              “Schedule
                B Participant” means an Eligible Individual who is participating in the
                Plan pursuant to Article II, and who is either (a) an individual
                selected
                by Textron to participate in the Plan who is not in a Band 1 position
                before the beginning of 

            


    

     

    Page
      4

     

    
      	
               

            	
              the
                calendar year, or (b) an employee of a Textron Company who is not
                currently in an eligible position, but who made a deferral election
                under
                the Key Executive Plan or the Executive Plan in
                2006.

            


    

     

    
      	
              1.16  

            	
               “Separation
                From Service” means a Participant’s termination of employment with all
                Textron Companies, other than by reason of death or Total Disability,
                that
                qualifies as a “separation from service” for purposes of IRC Section
                409A.

            


    

     

    
      	
              1.17  

            	
              “Textron”
                means Textron Inc., a Delaware corporation, and any successor of
                Textron
                Inc.

            


    

     

    
      	
              1.18  

            	
              “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).

            


    

     

    
      	
              1.19  

            	
              “Total
                Disability” means physical or mental incapacity of a Participant who is
                employed by a Textron Company on the disability date, if the incapacity
                (a) enables the Participant to receive disability benefits under the
                Federal Social Security Act, and (b) also qualifies as a “disability” for
                purposes of IRC Section
                409A(a)(2)(C).

            


    

     

    
      	
              1.20  

            	
              “Unforeseeable
                Emergency” means a severe financial hardship (within the meaning of IRC
                Section 409A) resulting from any of the
                following:

            


    

     

    
      	
              (a)  

            	
              an
                illness or accident of the Participant or the Participant’s spouse,
                beneficiary, or dependent;

            


    

     

    
      	
              (b)  

            	
              loss
                of the Participant’s property due to casualty (including the need to
                rebuild a home following damage to a home not otherwise covered by
                insurance, for example, as a result of natural disaster);
                or

            


    

     

    
      	
              (c)  

            	
              other
                similar extraordinary and unforeseeable circumstances arising as
                a result
                of events beyond the control of the Participant which are not covered
                by
                insurance and cannot reasonably be relieved by the liquidation of
                the
                Participant's assets (other than assets deferred
                hereunder).

            


    

     

    Article
      II - Enrollment
      and Deferrals

     

    
      	
              2.01  

            	
              Initial
                Enrollment.  An Eligible Individual 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 (if applicable) the portion allocated to each investment fund,
                and
                identify the Participant’s
                Beneficiary.

            


    

     

    
      	
              (a)  

            	
              If
                the Eligible Individual was not previously eligible to participate
                in any
                other account-based elective deferred compensation arrangement of
                a
                Textron Company that is aggregated with this Plan pursuant to IRC
                

            


    

     

    Page
      5

     

    
      	
               

            	
              Section
                409A, he may enroll in the Plan within thirty (30) days after he
                first
                becomes an Eligible Individual.  If the Eligible Individual 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
                an Eligible Individual was previously eligible to participate in
                any other
                account-based elective deferred compensation arrangement of a Textron
                Company that is aggregated with this Plan pursuant to IRC Section
                409A, he
                may enroll in the Plan at a time designated by Textron, but not later
                than
                December 31 of the year in which he first becomes an Eligible Individual,
                and his enrollment shall not become effective until the beginning
                of the
                next calendar year.

            


    

     

    
      	
              2.02  

            	
              Deferral
                Election.  Subject to the requirements set forth in Section
                2.03, a Participant  may elect to
                defer the following amounts under the
                Plan:

            


    

     

    
      	
              (a)  

            	
              Schedule
                A Participants:  A Schedule A Participant may elect to defer
                up to 80% of annual incentive compensation under an annual incentive
                compensation plan sponsored by Textron; up to 80% of any cash distribution
                (other than a distribution upon exercise of an option or stock
                appreciation right) under a shareholder-approved long term incentive
                plan
                of Textron; and up to 80% of any other form of compensation irrevocably
                designated in writing by the Benefits Committee, before the election
                deadline for the calendar year in which the compensation is earned,
                as
                being eligible for deferral under the Plan.  In addition, a
                Schedule A Participant may elect to defer up to 80% of base salary
                in his
                initial year of participation in the Plan, and may elect to defer
                up to
                25% of base salary in any subsequent year of
                participation.

            


    

     

    
      	
              (b)  

            	
              Schedule
                B Participants:  A Schedule B Participant may elect to defer
                up to 80% of annual incentive compensation under an annual incentive
                compensation plan sponsored by Textron, and up to 80% of any cash
                distribution (other than a distribution upon exercise of an option
                or
                stock appreciation right) under a shareholder-approved long term
                incentive
                plan of Textron.  In addition, a Schedule B Participant may
                elect to defer up to 80% of any other cash bonus under a cash bonus
                program that is irrevocably designated in writing by the CEO, before
                the
                election deadline for the calendar year in which the bonus is earned,
                as
                being eligible for deferral under the
                Plan.

            


    

     

    
      	
              (c)  

            	
              No
                Deferral of Gain Under Stock Rights.  In no event may a
                Participant defer cash or stock payable upon exercise of a stock
                option or
                stock appreciation right.

            


    

     

    
      	
              2.03  

            	
              Deferral
                Election Requirements.  Any deferral election under the Plan
                shall be subject to the following
                requirements:

            


    

     

     

    Page
      6

     

    
      	
              (a)  

            	
              Initial
                Deferral Election.  Except in the case of a timely election
                to defer “performance-based compensation” pursuant to subsection (b),
                below, a Participant’s initial deferral election under Section 2.01(a) shall apply only to compensation
                paid
                for services to be performed after the election is made.  Except
                as provided in subsection (b), for a bonus or other compensation
                earned
                over a specified performance period that commenced before the date
                of the
                election, the total compensation shall be multiplied by the ratio
                of the
                number of days remaining in the performance period after the election
                to
                the total number of days in the performance period, and the resulting
                portion of the compensation shall be eligible for deferral pursuant
                to the
                Participant’s initial deferral
                election.

            


    

     

    
      	
              (b)  

            	
              Election
                Deadlines.  All deferral elections shall be made at a time
                and in a form designated by Textron.  Except as provided in
                Section 2.05, a deferral election shall
                become irrevocable at the election deadline established by
                Textron.

            


    

     

    
      	
              (1)  

            	
              General
                Election Deadline.  Textron may establish deadlines that are
                permissible under IRC Section 409A for any type of compensation that
                is
                eligible for deferral under the Plan.  If no other deadline
                applies, the deadline for a deferral election shall be not later
                than
                December 31 of the year preceding the year for which the services
                are
                performed for which the right to the compensation
                arises.

            


    

     

    
      	
              (2)  

            	
              Performance-Based
                Compensation.  The deadline for any election to defer
                compensation that is “performance-based compensation” within the meaning
                of IRC Section 409A shall be not later than six months before the
                end of
                the performance period, provided that the Participant performs services
                continuously from the later of the beginning of the performance period
                or
                the date when the performance criteria are established through the
                date
                when the election is made, and provided further that the compensation
                has
                not become readily ascertainable at the time of the
                election.

            


    

     

    
      	
              (3)  

            	
              Forfeitable
                Rights.  If a Participant has a legally binding right to a
                payment in a subsequent year, and the Participant must perform services
                for at least 12 months in order to avoid forfeiture of the payment,
                the
                election deadline shall not be later than the 30th day after the
                Participant acquires a legally binding right to the payment, provided
                that
                the election is made at least 12 months before the earliest date
                at which
                the forfeiture condition could lapse for a reason other than death,
                Total
                

            


    

     

    Page
      7

     

    
      	
                

            	
              Disability,
                or Change in Control (and a deferral election made under this paragraph
                shall not be effective if the forfeiture condition lapses for death,
                Total
                Disability, or Change in Control less than 12 months after the date
                of the
                election).

            


    

     

    
      	
              (c)  

            	
              Minimum
                Deferrals.  A Participant may not elect to defer an amount
                less than $5,000 for any year.

            


    

     

    
      	
              (d)  

            	
              Change
                in Participation Level.  A Participant’s status as a
                Schedule A Participant or a Schedule B Participant shall be determined
                at
                the deferral election deadline for any type of compensation.  If
                a Participant’s status changes, the Participant’s deferral election shall
                not be affected by the change in status until the next deferral election
                deadline.

            


    

     

    
      	
              (e)  

            	
              Renewal
                of Elections.  A Schedule A Participant’s election to defer
                base salary under the Plan shall be effective only with respect to
                base
                salary earned in the calendar year (or portion of a year, in case
                of an
                initial deferral election) immediately following the election deadline,
                and any other deferral election under the Plan shall be effective
                only
                with respect to the particular bonus, award, or other compensation
                for
                which the deferral election is made.  The Participant must make
                a new deferral election before the applicable deadline in order to
                defer
                compensation earned in a subsequent period.  A Participant who
                fails to make a valid deferral election on or before the applicable
                deadline shall be deemed to have elected not to defer any compensation
                to
                which the deadline applies.

            


    

     

    
      	
              2.04  

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

            


    

     

    
      	
              (a)  

            	
              Automatic
                Deferred Income.  A Schedule A Participant’s performance
                share unit payout shall automatically be deferred into the Participant’s
                Stock Unit Account to the extent necessary to meet required stock
                ownership levels established under the Stock Ownership Guideline
                Program
                for Textron Executives.  The amount of Automatic Deferred Income
                for any year shall be based on the Schedule A Participant’s required
                ownership level and actual or deemed stock ownership at the election
                deadline that would apply under IRC Section 409A to an elective deferral
                of the Schedule A Participant’s performance share units, and the amount of
                the Automatic Deferred Income shall not be altered by any change
                after the
                election deadline in the Schedule A Participant’s required ownership level
                or actual or deemed stock
                ownership.

            


    

     

    
      	
              (b)  

            	
              Discretionary
                Deferred Income.  A Schedule A or Schedule B Participant may
                receive additional contributions made at the discretion of the
                Organization and Compensation Committee of the Board, for Schedule
                A
                Participants who are executive officers of Textron, and at the discretion
                of the Benefits Committee, for all other Participants.  The
                document 

            


    

     

    Page
      8

     

    
      	
               

            	
              authorizing
                the discretionary contribution shall specify the vesting schedule,
                if any,
                that applies to the discretionary contribution.  Any
                discretionary contribution shall be allocated solely to a Participant’s
                Moody’s Account.

            


    

     

    
      	
              (c)  

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

            


    

     

    
      	
              2.05  

            	
              Changes
                in Deferral Elections.  A Participant may change his
                deferral election prospectively by filing a new deferral election
                form
                before the election deadline established by Textron in accordance
                with IRC
                Section 409A, or by failing to file a deferral election by the election
                deadline (which will be deemed to be an election not to defer for
                the
                subsequent period).  A Participant’s deferral election shall be
                cancelled automatically in the following circumstances, effective
                with the
                first payroll period following the event that causes the cancellation,
                and
                the Participant may not make a new deferral election before the next
                deferral election deadline:

            


    

     

    
      	
              (a)  

            	
              Financial
                Hardship.  The Participant receives a distribution on
                account of financial hardship of elective deferrals under the Textron
                Savings Plan or any other IRC Section 401(k) plan maintained by a
                Textron
                Company, or receives a distribution under this Plan on account of
                an
                Unforeseeable Financial Emergency.

            


    

     

    
      	
              (b)  

            	
              Total
                Disability.  The Participant incurs a Total
                Disability.

            


    

     

    Article
      III - Investment
      Accounts

     

    
      	
              3.01  

            	
              Investment
                Accounts.  For recordkeeping purposes, Textron shall
                maintain a Moody’s Account and (in the case of a Schedule A Participant) a
                Stock Unit Account, as necessary, to credit hypothetical investment
                gains
                and losses to a Participant’s Account.  A Schedule A Participant
                may direct the extent to which his Elective Deferred Income (other
                than
                deferrals of base salary) is allocated initially to the Moody’s Account or
                the Stock Unit Account.  Any deferrals of base salary or
                Discretionary Deferred Income of a Schedule A Participant shall be
                allocated automatically to the Moody’s Account; any Automatic Deferred
                Income or Textron Company Contribution of a Schedule A Participant
                shall
                be allocated automatically to the Stock Unit Account.  All
                deferrals of a Schedule B Participant shall be allocated automatically
                to
                the Moody’s Account.

            


    

     

    
      	
              3.02  

            	
              Moody’s
                Account.  The Moody’s Account shall earn interest at a
                monthly interest rate that is one twelfth of 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 longer published, a 

            


    

     

    Page
      9

     

    
      	
               

            	
              substantially
                similar average selected by the Benefits Committee.  Interest
                shall be credited on the last day of each calendar month on the average
                daily balance of the Moody’s Account during the
                month.

            


    

     

    
      	
              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 Schedule A
                Participant’s Stock Unit Account as a result of the Automatic Deferred
                Income or the deferral of annual incentive compensation or performance
                share units shall be determined using the same methodology approved
                by the
                Organization and Compensation Committee of the Board for payment
                of
                performance share units.  The number of stock units credited to
                a Participant’s Stock Unit Account as a result of any other elective or
                non-elective contribution in cash shall be determined by dividing
                the
                amount of Deferred Income credited on the last day of a calendar
                month by
                the average of the composite closing prices of Textron common stock,
                as
                reported in The Wall Street Journal for the month 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 the month 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  

            	
              Monthly
                Adjustments.  A Participant’s Moody’s Account and Stock Unit
                Account shall be adjusted on the last day of each calendar month
                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

            


    

     

    Page
      10

     

    
      	
                

            	
              calendar
                month, in 5% increments (with a minimum transfer of 10% of the Stock
                Unit
                Account), effective as of the first calendar day of the month following
                the minimum notice of three business days.  The cash value
                transferred will be 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 month 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 month 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 and Automatic Deferred Income.  A
                Participant’s Elective Deferred Income and Automatic Deferred Income shall
                always be 100% vested.

            


    

     

    
      	
              4.02  

            	
              Discretionary
                Deferred Income.  Except as provided in Section 4.04, a
                Participant’s Discretionary Deferred Income shall vest according to the
                schedule established when the Discretionary Deferred Income is credited
                to
                the Participant’s Account.

            


    

     

    
      	
              4.03  

            	
              Textron
                Company Contribution.  Except as provided in Section 4.04, 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 does not have a
                Separation From Service 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 does not have a Separation From Service 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 become
                100%
                vested if the Participant’s employment with all Textron Companies ends as
                a result of the Participant’s death or Total Disability, or the
                Participant’s voluntary retirement after reaching one or more of the
                following milestones: (i) age 55 with ten or more years of Textron
                service; (ii) age 60, or (iii) 20 or more years of Textron
                service.

            


    

     

    Page
      11

     

    
      	
              4.04  

            	
              Change
                in Control.  In the event of a Change in Control, a
                Participant’s Account shall become 100%
                vested.  

            


    

     

    
      	
              4.05  

            	
              Forfeiture
                of Non-Vested Amounts.  Any portion of the Participant’s
                Account that is not vested at the time of the Participant’s Separation
                From Service shall be forfeited.

            


    

     

    Article
      V - Payments
      to Participants

     

    
      	
              5.01  

            	
              Separation
                From Service.  Upon a Participant’s Separation From Service,
                the distribution of the Participant’s Account shall commence (or, in the
                case of a lump sum distribution, shall be made) on the later of (a)
                the
                last business day of January following the calendar year of the
                Participant’s Separation From Service, or (b) the last business day of the
                seventh month following the Participant’s Separation From
                Service.

            


    

     

    
      	
              5.02  

            	
              Total
                Disability.  The distribution of a Participant’s Account
                upon Total Disability shall commence (or, in the case of a lump sum
                distribution, shall be made) on the later of (a) the last business
                day of
                January following the calendar year of the Participant’s Total Disability,
                or (b) the last business day that is at least 60 days after the date
                of
                the Participant’s Total Disability.

            


    

     

    
      	
              5.03  

            	
              Form
                of Payment.  Subject to Section 5.05 (automatic lump-sum distributions),
                below,
                the distribution of a Participant’s Account upon Separation From Service
                or Total Disability shall be made in one or a combination of the
                following
                forms:

            


    

     

    
      	
              (a)  

            	
              A
                lump sum.

            


    

     

    
      	
              (b)  

            	
              Annual
                installments over a period not exceeding 15 years (or the Participant’s
                life expectancy, if less), 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.  

            


    

     

    
      	
              5.04  

            	
              Distribution
                Elections.

            


    

     

    
      	
              (a)  

            	
              A
                Participant may make a special election during 2007 to receive the
                Participant’s Account under one or a combination of the distribution
                options in Section 5.03.  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, and the Plan Administrator may impose conditions in
                addition to those described in this subsection (a);
                but

            


    

     

    Page
      12

     

    
      	
                

            	
              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.  The Participant’s initial distribution
                election, and any change in the Participant’s distribution election under
                subsection (c), below, shall apply to the Participant’s entire Account,
                including future Deferred Income credited to the Account.  If
                the Participant elects to receive part of his Account as a lump sum
                and
                part in installments, the Participant must designate what portion
                of his
                Account will be distributed in each form of payment.  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 entire Account.

            


    

     

    
      	
              (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.

            


    

     

    
      	
              5.05  

            	
              Automatic
                Lump Sum Payments.

            


    

     

    
      	
              (a)  

            	
              Cash-Out
                of Small Accounts.  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.

            


    

     

    
      	
              (b)  

            	
              Participants
                Who Terminate Before Retirement Eligibility.  A Participant
                who first participated in the Plan after 2007 shall be paid in a
                lump sum
                (even if the Participant elected to receive installments) if the
                Participant’s Separation From Service or Total Disability occurs before
                the earliest of the following dates: (1) the date on which the Participant
                reaches at least age 55 and completes at least 10 years of service;
                (2)
                the date on which the Participant reaches at least age 35 and completes
                at
                least 20 years of service; and (3) the date on which the Participant
                reaches age 60.  In the 

            


    

     

    Page
      13

     

    
      	
               

            	
              case
                of a Participant who first participated in the Plan before 2008,
                the
                automatic lump-sum distribution described in the preceding sentence
                shall
                apply to Deferred Income that was credited to a Participant’s Account
                while the Participant was a Schedule B Participant, and any associated
                investment gains or losses, but shall not apply to Deferred Income
                that
                was credited to a Participant’s Account while the Participant was a
                Schedule A Participant, or to any associated investment gains or
                losses.

            


    

     

    
      	
              5.06  

            	
              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, provided that the payment is not made earlier than six
                months
                after the Participant’s Separation From Service.  A Participant
                may not, directly or indirectly, designate the taxable year of a
                payment
                made in reliance on the administrative rules in this Section 5.06.

            


    

     

    
      	
              5.07  

            	
              Distribution
                Upon Unforeseeable Emergency.  If a Participant incurs a
                severe financial hardship as a result of an Unforeseeable Emergency,
                the
                Participant may request a distribution from his vested Account of
                an
                amount that does not exceed the sum of (a) the amount necessary to
                satisfy
                the emergency and (b) the amount necessary to pay taxes or penalties
                reasonably anticipated as a result of the distribution.  The
                amount necessary to satisfy the emergency and to pay the related
                taxes or
                penalties shall be determined after taking into account the extent
                to
                which the financial hardship is or may be relieved through cancellation
                of
                the Participant’s deferral election pursuant to Section 2.05(a); through reimbursement or compensation
                by insurance or otherwise; or by liquidation of the Participant's
                assets
                (to the extent the liquidation of such assets would not itself cause
                severe financial hardship).  The Benefits Committee may, in its
                sole discretion, grant or deny a request for a distribution upon
                an
                Unforeseeable Emergency.

            


    

     

    
      	
              5.08  

            	
              Distribution
                Upon Change in Control.  Subject to the following sentence,
                if a Change in Control also qualifies as a “change in control” under IRC
                Section 409A, the Participant’s Account shall be paid in a lump sum in
                cash on the first business day of the month following the Change
                in
                Control.  If a Participant’s Separation From Service occurred
                before the Change in Control, the lump sum payment under this Section
5.08 shall not be made earlier than six
                months
                after the Participant’s Separation From Service.
                

            


    

     

    
      	
              5.09  

            	
              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.

            


    

     

    Page
      14

     

    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 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 first 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
                first
                business day of January 2008.

            


    

     

    Article
      VII - Unfunded
      Plan

     

    
      	
              7.01  

            	
              No
                Plan Assets.  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.  If  Textron
                elects to purchase individual policies of insurance on one or more
                of the
                

            


    

     

    Page
      15

     

     

    
      	
               

            	
              Participants
                to help finance its obligations under this Plan, such individual
                policies
                and the proceeds of the policies shall at all times remain the sole
                property of Textron and neither the Participants whose lives are
                insured
                not their Beneficiaries shall have any ownership rights in such policies
                of insurance.

            


    

     

    
      	
              7.02  

            	
              Top-Hat
                Plan Status.  The Plan is maintained primarily for the
                purpose of providing deferred compensation for a select group of
                management or highly compensated employees within the meaning of
                Sections
                201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
                Security Act of 1974, as amended
                (“ERISA”).

            


    

     

    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 8.05, 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 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  

            	
              Tax
                Withholding.  Textron may withhold from benefits paid under
                this Plan any taxes or other amounts required by law to be
                withheld.  Textron may deduct from the undistributed portion of
                a Participant’s benefit any employment tax that Textron reasonably
                determines to be due with respect to the benefit under the Federal
                Insurance Contributions Act (FICA), and an amount sufficient to pay
                the
                income tax withholding related to such FICA tax.  Alternatively,
                Textron may require the Participant or Beneficiary to remit to Textron
                or
                its designee an amount sufficient to satisfy any applicable federal,
                state, and local income and employment tax with respect to the
                Participant’s benefit.  The Participant or Beneficiary shall
                remain responsible at all times for paying any federal, state, or
                local
                income or employment tax with respect to any benefit under this
                Plan.  In no event shall Textron or any employee or agent of
                Textron be liable for any interest or penalty that a Participant
                or
                Beneficiary incurs by failing to make timely payments of
                tax.

            


    

     

    
      	
              8.03  

            	
              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
                

            


    

     

    Page
      16

     

    
      	
               

            	
              omitted
                shall be conclusive upon each of them and upon all other persons
                interested in this Plan.

            


    

     

    
      	
              8.04  

            	
              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.

            


    

     

    
      	
              8.05  

            	
              Claims
                Procedure.  A Participant or Beneficiary who believes that
                he is being denied a benefit to which he is entitled under the Plan
                (referred to in this Section 8.05 as a
                “Claimant”) may file a written request with the Benefits Committee setting
                forth the claim.  The Benefits Committee shall consider and
                resolve the claim as set forth
                below.

            


    

     

    
      	
              (a)  

            	
              Time
                for Response.  Upon receipt of a claim, the Benefits
                Committee shall advise the Claimant that a response will be forthcoming
                within 90 days.  The Benefits Committee may, however, extend the
                response period for up to an additional 90 days for reasonable cause,
                and
                shall notify the Claimant of the reason for the extension and the
                expected
                response date.  The Benefits Committee shall respond to the
                claim within the specified period.

            


    

     

    
      	
              (b)  

            	
              Denial.  If
                the claim is denied in whole or part, the Benefits Committee shall
                provide
                the Claimant with a written decision, using language calculated to
                be
                understood by the Claimant, setting forth (1) the specific reason
                or
                reasons for such denial; (2) the specific reference to relevant provisions
                of this Plan on which such denial is based; (3) a description of
                any
                additional material or information necessary for the Claimant to
                perfect
                his claim and an explanation why such material or such information
                is
                necessary; (4) appropriate information as to the steps to be taken
                if the
                Claimant wishes to submit the claim for review; (5) the time limits
                for
                requesting a review of the claim; and (6) the Claimant’s right to bring an
                action for benefits under Section 502(a) of
                ERISA.

            


    

     

    
      	
              (c)  

            	
              Request
                for Review.  Within 60 days after the Claimant’s receipt of
                the written decision denying the claim in whole or in part, the Claimant
                may request in writing that the Benefits Committee review the
                determination.  The Claimant or his duly authorized
                representative may, but need not, review the relevant documents and
                submit
                issues and comment in writing for consideration by the Benefits
                Committee.  If the Claimant does not request a review of the
                initial determination within such 60-day period, the Claimant shall
                be
                barred from challenging the
                determination.

            


    

     

    
      	
              (d)  

            	
              Review
                of Initial Determination.  Within 60 days after the Benefits
                Committee receives a request for review, it will review the initial
                determination.  If special circumstances require that the 60-day
                time period be extended, the Benefits Committee will so notify the
                Claimant

            


    

     

    Page
      17

     

    
      	
               

            	
              and
                will render the decision as soon as possible, but no later than 120
                days
                after receipt of the request for
                review.

            


    

     

    
      	
              (e)  

            	
              Decision
                on Review.  All decisions on review shall be final and
                binding with respect to all concerned parties.  The decision on
                review shall set forth, in a manner calculated to be understood by
                the
                Claimant, (1) the specific reasons for the decision, shall including
                references to the relevant Plan provisions upon which the decision
                is
                based; (2) the Claimant’s right to receive, upon request and free of
                charge, reasonable access to and copies of all documents, records,
                and
                other information, relevant to his benefits; and (3) the Claimant’s right
                to bring an action for benefits under Section 502(a) of
                ERISA.

            


    

     

    
      	
              8.06  

            	
              Enforcement
                Following a Change in Control.  If, after a Change in
                Control, any claim is made or any litigation is brought by a Participant
                or Beneficiary to enforce or interpret any provision contained in
                this
                Plan, Textron and the “person” or “group” described in Section 1.05 shall be liable, jointly and severally,
                to
                reimburse the Participant or Beneficiary for the Participant’s or
                Beneficiary’s reasonable attorney’s fees and costs incurred during the
                Participant’s or Beneficiary’s lifetime in pursuing any such claim or
                litigation, and to pay prejudgment interest at the Prime Rate as
                quoted in
                the Money Rates section of The Wall Street Journal on any money
                award or judgment obtained by the Participant or Beneficiary, payable
                at
                the same time as the underlying award or judgment.  Any
                reimbursement pursuant to the preceding sentence shall be paid to
                the
                Participant no earlier than six months after the Participant’s Separation
                From Service, and shall be paid to the Participant or Beneficiary
                no later
                than the end of the calendar year following the year in which the
                expense
                was incurred.  The reimbursement shall not be subject to
                liquidation or exchange for another benefit, and the amount of
                reimbursable expense incurred in one year shall not affect the amount
                of
                reimbursement available in another
                year.

            


    

     

    Article
      IX - Amendment
      and Termination

     

    
      	
              9.01  

            	
              Amendment.  Subject
                to subsections (a) and (b), below, the Board or its designee shall
                have
                the right to amend, modify, or suspend this Plan at any time by written
                resolution or other formal action reflected in writing.  Subject
                to subsections (a) and (b), below, the Management Committee of Textron
                or
                its designee also shall have the right to amend, modify, or suspend
                any
                provisions of this Plan, by written resolution or other formal action
                reflected in writing, with respect to any Participant who is not
                a member
                of the Management Committee or a Key
                Executive.

            


    

     

    
      	
              (a)  

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

            


    

     

     

    Page
      18

     

    
      	
              (b)  

            	
              Following
                a Change in Control, no amendment, modification, or suspension shall
                be
                made that directly or indirectly reduces any right or benefit provided
                upon a Change in Control.

            


    

     

    
      	
              9.02  

            	
              Termination.  The
                Board or its designee shall have the right to terminate this Plan
                at any
                time before a Change in Control by written resolution.  No
                termination of the Plan shall reduce a Participant’s Account immediately
                before the effective date of the
                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 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 

            


    

     

    Page
      19

     

    
      	
                

            	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 to the extent that the assignment or other action would cause
                the
                amount to be included in the Participant’s gross income or treated as a
                distribution for federal income tax purposes.  A Participant
                may, with the written approval of the Benefits Committee, make an
                assignment of a benefit for estate planning or similar purposes if
                the
                assignment does not cause the amount to be included in the Participant’s
                gross income or treated as a distribution for federal income tax
                purposes.  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 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.

            


    

     

    
      	
              10.05  

            	
              No
                Right to Employment.  Nothing contained in this Plan shall
                be construed as a contract of employment between any Participant
                and any
                Textron Company, or to suggest or create a right in any Participant
                of
                continued employment at any Textron
                Company.

            


    

     

    
      	
              10.06  

            	
              Additional
                Conditions Imposed.  Textron, the Chief Executive Officer
                and the Chief Human Resources Officer, and the Benefits Committee
                may
                impose such other lawful terms and conditions on participation in
                this
                Plan as deemed desirable.  The Chief Executive Officer, the
                Chief Human Resources Officer, and members of the Benefits Committee
                may
                participate in this Plan.

            


    

     

    Page
      20

     

     

     

    


    




    TEXTRON
      


    


    


    
      	
               

              DEFERRED
                INCOME PLAN

              FOR
                TEXTRON EXECUTIVES

              ____________________________

              APPENDIX
                A

              ____________________________

              Provisions
                of the

               Deferred
                Income Plan for

              Textron
                Key Executives

              (As
                in effect before January 1, 2008)

               

            


    

    


    


    


    



    
       

       

      
              

                  
      
      

            Deferred
            Income Plan 

              for
          Textron
          Executives             

                  Appendix
            A — Key Executive
            Plan      
      

            

                            Table
            of Contents
              
      

                  
      
    

      

    


    Introduction 

     

    Article
      I—Definitions 


     

    Article
      II—Participation and Deferred
      Income 

     

    Article
      III—Participant’s Accounts, Interest, and
      Earnings 


     

    Article
      IV—Benefits 

    


    Article
      V—Payment of
      Benefits 

    


    Article
      VI—Beneficiaries 

    


    Article
      VII—Unfunded Plan 

    


    Article
      VIII—Plan
      Administration 

    


    Article
      IX—Miscellaneous 

    

Page
    i

    Deferred
      Income Plan

    for
      Textron Executives

    Appendix
      A — Key Executive Plan

    


     

    Introduction

    


    Before
      January 1, 2008, the Deferred Income Plan for Textron Key Executives (the “Key
      Executive Plan”) and the Textron Inc. Deferred Income Plan for Executives (the
“Executive Plan”) were separate nonqualified deferred compensation plans, each
      of which provided both elective and nonelective deferred compensation for
      designated executives of Textron and its affiliates.  The Key
      Executive Plan and the Executive Plan were combined effective January 1, 2008,
      to form the Deferred Income Plan for Textron Executives.

     

    
      	
              A.

            	
              Key
                Executive Protected
                Benefits

            


    

    
      	
               

            	
              (Earned
                and Vested Before 2005)

            


    

     

    The
      portion of Appendix A that follows this Introduction sets forth the provisions
      of the Key Executive 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.  Key Executives’ 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 (“Key Executive 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 Textron Executives.

     

    The
      Key
      Executive 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 IRC Section 409A shall be effective
      unless the amending instrument states that it is intended to materially modify
      Appendix A and to cause the Key Executive Protected Benefits to become subject
      to IRC Section 409A.  Although the Key Executive Protected Benefits
      are not intended to be subject to IRC 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 Participant or Beneficiary if
      a
      Key Executive Protected Benefit becomes subject to IRC Section
      409A.

    


    
      	
              B.

            	
              Benefits
                Subject To Section 409A

            


    

    
      	
               

            	
              (Earned
                or Vested From 2005 Through
                2007)

            


    

     

    Deferred
      compensation earned by Key Executives 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 Key
      Executive Plan before January 1, 2008, the benefits shall be calculated under
      the provisions of the Key Executive Plan set forth in this Appendix
      A.  However, any benefits earned or vested under the Key 

     

     

    Appendix
      A

    Page
      1

     

    Executive
      Plan after 2004 shall be paid exclusively as provided in the Deferred Income
      Plan for Textron Executives (not including any appendix to the Deferred Income
      Plan for Textron Executives), 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
      Textron Executives generally are effective as of January 1, 2008, the provisions
      that govern the distribution of benefits earned or vested after 2004 under
      the
      Key Executive Plan are effective as of January 1, 2005.

    


    Section
      5.01 requires a Participant to make an election by the end of 2007 if the
      Participant wishes to request one of the distribution options in Section
      5.02.  This election provision is effective as of July 25, 2007, the
      date on which the Plan was adopted by the Board.

     

    Key
      Executive Plan

    


    The
      text
      that follows sets forth the provisions of the Key Executive 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 Textron Executives, and terms defined elsewhere in
      the
      Deferred Income Plan for Textron Executives do not apply to Appendix
      A.  No additional benefits shall accrue or be deferred under Appendix
      A after December 31, 2007.

    


    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

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

            


    

    


    
      	
              1.02

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

            


    

    


    
      	
              1.03

            	
              “Board”
                means the Board of Directors of
                Textron.

            


    

    


    
      	
              1.04

            	
              “Compensation”
                means base salary, annual incentive compensation, cash distributions
                for
                performance share units under a long term incentive compensation
                plan, and
                any other item designated as Compensation under this Plan by the
                Benefits
                Committee or its designee.

            


    

    


    
      	
              1.05

            	
              “Deferral
                Period” means for a Participant (1) any complete months remaining in the
                calendar year in which she becomes a Key Executive, and (2) each
                succeeding calendar year in which she is a Key
                Executive.

            


    

     

     

    
      Appendix
        A

      Page
        2


    

    
      	
              1.06

            	
              “Deferred
                Income” means any Compensation the receipt of which is deferred under this
                Plan.

            


    

    


    “Automatic
      Deferred Income” means amounts in excess of 100% of a Participant’s Annual
      Incentive Compensation Target, as defined in Section 4.01(a) of the Annual
      Incentive Compensation Plan for Textron Employees, in the years following a
      Participant’s fifth full year of participation in this Plan, but only if the
      Participant has not achieved or maintained a Minimum Stock Ownership
      Level.

    


    “Discretionary
      Deferred Income” means additional contributions made at Textron’s discretion to
      any account maintained for a Participant under this Plan.

    


    “Elective
      Deferred Income” means amounts elected by the Participant to be deferred under
      this Plan.

    


    
      	
              1.07

            	
              “Determination
                Date” means the last day of each calendar
                month.

            


    

    


    
      	
              1.08

            	
              “Fund
                Election Agreement” means an agreement in a form prescribed by the
                Benefits Committee or its designee, by which a Participant elects
                the
                funds that will be used to determine earnings on Deferred
                Income.

            


    

    


    
      	
              1.09

            	
              “Interest”
                means interest computed under Article III of this
                Plan.

            


    

    


    
      	
              1.10

            	
              “Key
                Executive” means an employee of a Textron Company who has been and
                continues to be designated as a Key Executive under the Plan by Textron’s
                Chief Executive Officer and Chief Human Resources
                Officer.

            


    

    


    
      	
              1.11

            	
              “Participant”
                means a Key Executive who is participating in this Plan pursuant
                to
                Article II and, unless the context clearly indicates to the contrary,
                a
                former Participant who is entitled to benefits under this
                Plan.

            


    

    


    
      	
              1.12

            	
              “Participation
                Agreement” means an agreement in a form prescribed by the Benefits
                Committee or its designee, by which a Participant elects to defer
                the
                receipt of Compensation pursuant to this
                Plan.

            


    

    


    
      	
              1.13

            	
              “Plan”
                means this Deferred Income Plan for Textron Key Executives, as amended
                and
                restated from time to time.

            


    

    


    
      	
              1.14

            	
              “Stock
                Ownership” means Textron shares obtained through open market purchases and
                stock option exercises, shares in the Textron Savings Plan, stock
                units in
                the Deferred Income Plan and in the Supplemental Benefits Plan; and
                any
                other share or share equivalent approved by the Board as qualified
                stock
                ownership.

            


    

     

    
      Appendix
        A

      Page
        3

    

    
 

          “Minimum
      Stock Ownership Level”
means a dollar value of Textron shares that equals or exceeds as of the end
      of
      the third quarter each year:

     

    
      
        	 	
                Participant

              	
                Minimum
                  Stock Ownership Level

              
	 	
                CEO/COO

              	
                5
                  times base salary

              
	 	
                Other
                  TLT Members

              	
                3
                  times base salary

              
	 	
                Other
                  Corporate Officers

              	
                2
                  times base salary

              
	 	
                All
                  Other Key Executives

              	
                1
                  times base salary

              


      

    

    
    

    


    
      	
              1.15

            	
              “Textron”
                means Textron Inc., a Delaware corporation, and any successor of
                Textron
                Inc.

            


    

    


    
      	
              1.16

            	
              “Textron
                Company” means Textron or any company controlled by or under common
                control with Textron.

            


    

    


    
      	
              1.17

            	
              “Textron
                Employment” means employment with a Textron Company. Leaves of absence for
                such periods and purposes as are approved by Textron and transfers
                of
                employment within or between Textron Companies shall not be deemed
                interruptions of Textron
                Employment.

            


    

    


    
      	
              1.18

            	
              “Total
                Disability” has the same meaning under this Plan as in the Textron Master
                Retirement Plan with respect to any Participant at the date his Textron
                Employment ends.

            


    

    


    Article
      II—Participation and Deferred Income

    


    
      	
              2.01

            	
              A
                Participant indicates his choices under this Plan for a Deferral
                Period by
                filing a Participation Agreement and, if applicable, a Fund Election
                agreement with the Benefits Committee or its designee within the
                time
                specified by that committee or
                designee.

            


    

    


    
      	
              2.02

            	
              For
                any complete calendar months remaining in the calendar year in which
                a
                Participant becomes a Key Executive, she may defer up to 100% of
                her
                Compensation otherwise payable during those months. For any subsequent
                Deferral Period, a Participant may defer up to 25% of her base salary,
                and
                up to 100% of her Compensation other than base salary, otherwise
                payable
                during that period. (For purposes of this 25% limitation, “base salary”
                includes any base salary the receipt of which by the Participant
                is
                deferred under the Textron Savings Plan or this Plan.) A Participant
                may
                not defer any Compensation which she has earned at the time she files
                her
                Participation Agreement relating
                thereto.

            


    

    


    
      	
              2.03

            	
              The
                Benefits Committee may, at a Participant’s request but in its sole
                discretion, suspend in whole or in part a Participant’s commitment under
                any Participation 

            


    

     

    
      
        Appendix
          A

        Page
          4

      

    

     

    
      	
               

            	
              Agreement
                for such time as it may deem necessary upon a finding that the Participant
                has suffered a severe financial
                hardship.

            


    

     

    
      	
              2.04

            	
              If
                at any time a Participant shall cease to be a Key Executive, his
                Participation Agreements and Deferral Periods shall terminate at
                that time
                and no further Deferred Income shall be withheld from his
                Compensation.

            


    

    


    
      	
              2.05

            	
              No
                Deferred Income, Interest or dividends shall be payable to a Participant
                while he is employed by a Textron
                Company.

            


    

    


    
      	
              2.06

            	
              Textron
                shall withhold for taxes or other reasons as required by
                law.

            


    

    


    Article
      III—Participant’s Accounts, Interest, and Earnings

    


    
      	
              3.01

            	
              (a)

            	
              For
                record-keeping purposes only, Textron shall maintain a Moody’s Account, a
                Stock Unit Account and an Interest Account, as is necessary, for
                each
                Participant who has Deferred Income under this
                Plan.

            


    

     

    (b)    Textron
      may in its sole discretion from time to time make additional contributions
      to
      any account maintained for a Participant. These additional contributions, if
      any, may be subject to a vesting schedule set by the Benefits
      Committee.

    


    (c)     The
      existence of these accounts shall not require any segregation of
      assets.

    


    (d)     Amount
      deferred as Elective Deferred Income and Automatic Deferred Income shall always
      be 100% vested.

    


    
      	
              3.02

            	
              The
                Moody’s Account shall reflect a Participant’s investment in an
                interest-bearing account.

            


    

    


    (a)           The
      Moody’s Account shall be adjusted as of each Determination Date and shall
      consist of (1) the balance of the Account as of the immediately preceding
      Determination Date, (2) amounts of Deferred Income credited to the Account
      in
      the intervening month, and (3) Interest earned since the immediately preceding
      Determination Date based on one-twelfth of the applicable interest rate(s)
      described in Sections 3.03 or 3.04 on the average daily balance of the Account
      (or portion thereof) during the intervening month; reduced by (4) any
      distributions from the account (or portion thereof) during the intervening
      month.

    


    (b)           The
      interest rates applicable to the Moody’s Account shall be either the Moody’s
      Rate or the Moody’s Plus Rate.

    


    
      	
              3.03

            	
              The
                Moody’s Rate shall be the average for the calendar month in which the
                applicable Determination Date falls of the Moody’s Corporate Bond Yield
                Index 

            


    

     

    
      Appendix
        A

      Page
        5

    

     

    
      	
               

            	
              as
                published by Moody’s Investors Service, Inc. (or any successor thereto),
                or, if such monthly yield is no longer published, a substantially
                similar
                average selected by the Benefits Committee.  For Participant
                deferrals made prior to 2002, the crediting rate shall not be less
                than 8%
                per year.

            


    

    
 

    
      	
              3.04

            	
              (a)

            	
                  The
                Moody’s Plus Rate applicable on a Determination Date to any portion of
                the
                Moody’s Account which is attributable to Deferred Income deferred before
                1988 shall be the average described in Section 3.03, plus three percentage
                points. The crediting rate shall not be less than 11% per year for
                deferrals made prior to 1988.

            


    

    


    (b)           The
      Moody’s Plus Rate applicable on a Determination Date to any portion of the
      Moody’s Account which is attributable to deferrals from 1988 through 2001 shall
      be the average described in Section 3.03, plus two percentage points. The
      crediting rate shall not be less than 10% per year for deferrals made from
      1988
      through 2001.

    


    (c)           For
      deferrals made on or after January 1, 2002, the Rate on the Determination Date
      shall be the Moody’s Rate.

    


    
      	
              3.05

            	
              The
                Stock Unit Account shall consist of stock units, which are fictional
                shares of Textron Common Stock, accumulated and accounted for under
                this
                Plan for the sole purpose of determining the cash amount of any
                distribution on account of this portion of Deferred
                Income.  Notwithstanding any Plan provision to the contrary,
                100% of Automatic Deferred Income shall be deferred to the Stock
                Unit
                Account.

            


    

    


    
      	
              3.06

            	
              The
                Stock Unit Account shall be adjusted as of each Determination Date
                and
                shall consist of the stock units (1) in the account as of the immediately
                preceding Determination Date, (2) credited under Section 3.07 and
                3.08
                during the intervening month, and (3) credited under Section 3.09
                during
                the intervening month.

            


    

    


    
      	
              3.07

            	
              (a)

            	
                  To
                the
                extent that a Participant puts Elective Deferred Income in the Stock
                Unit
                Account, the amount initially credited to her Account shall equal
                110% of
                such Compensation deferred on or after January 1,
                2002.

            


    

    


    (b)           The
      amount in excess of 100% of the Elective Deferred Income is the “Textron Company
      Contribution.” A Participant’s right to receive the Textron Company
      Contribution, as adjusted under Section 3.09, shall become nonforfeitable
      according to this schedule:

    


    (1)
      50%
      on December 31 of the calendar year in which that Elective Deferred Income
      otherwise would have been paid to him, but only if his Textron Employment
      continues on that December 31; and

     

    
      Appendix
        A

      Page
        6

    

     

     

    (2)
      the
      remaining 50% on the next December 31, but only if his Textron Employment
      continues on that next December 31.

    


    (c)           A
      Participant’s right to receive her Textron Company Contribution shall be
      nonforfeitable in the event her Textron employment ends because of disability
      or
      death.

    


    (d)           A
      Participant’s right to receive her Textron Company Contribution shall become
      nonforfeitable according to the above schedule if a Participant ends employment
      when she is at least 55 with ten or more years of Textron service, or is at
      least age 60, or has completed 20 or more years of Textron service.

    


    
      	
              3.08

            	
              With
                respect to deferrals into this Plan of amounts from the Annual Incentive
                Compensation Plan for Textron Employees and the Long Term Incentive
                Plan
                for Textron Employees, Textron shall credit stock units to a Participant’s
                Stock Unit Account, equal to the number of shares the deferred amount
                could have purchased at the “Current Value” of a share of Textron Common
                Stock. The Current Value is defined in Section 3.07 of the Long Term
                Incentive Plan for Textron Employees. With respect to deferrals into
                this
                Plan of any other amounts, each month Textron shall credit stock
                units to
                a Participant’s Stock Unit Account equal in number to the number of shares
                of Textron Common Stock that the deferred amount could have purchased
                at a
                price per share equal to the average of the composite closing prices
                of
                Textron Common Stock, as reported in The Wall Street Journal for
                the month the contribution is
                credited.

            


    

    


    
      	
              3.09

            	
              From
                time to time, Textron shall credit Stock Units to a Participant’s Stock
                Unit Account equal in number to the number of shares of Textron Common
                Stock that would have been allocated on account of dividends to the
                Participant’s Stock Unit Account as of that date, based on the average of
                the composite closing prices of Textron Common Stock, as reported
                in
                The Wall Street Journal for the month in which the date of record
                occurs.

            


    

    


    
      	
              3.10

            	
              The
                number of Stock Units credited to a Participant’s account under this
                Article III shall be adjusted, without receipt of any consideration
                by
                Textron, on account of any recapitalization, stock split, stock dividend
                or similar increase or decrease affecting Textron Common Stock, as
                if the
                Stock Units were actually shares of Textron Common
                Stock.

            


    

    


    
      	
              3.11

            	
              The
                Interest Account shall be established when the benefits relating
                to a
                Participant’s Stock Unit Account become due to the Participant under
                Article IV. A Participant who has terminated her Textron employment
                may,
                once each calendar month, elect to transfer, in 5% increments (with
                a
                minimum transfer of 10% of the Stock Unit Account), effective the
                first calendar day of the month following the minimum notice of three
                business days, any amount in her Stock Unit Account to her Interest
                Account.

            


    

     

    
      Appendix
        A

      Page
        7

    

     

    (a)           Any
      transfer made shall be made in cash and shall be in an amount equal to the
      product of (x) the Current Value of Textron Common Stock on the date as of
      which
      the stock units are converted and transferred to the Interest Account, times
      (y)
      the number of whole and fractional stock units which are
      nonforfeitable.

    


    (b)           As
      used in the Plan, the current value of a share of Textron Common Stock on any
      date shall be the average of the composite closing prices, as reported in
The Wall Street Journal, for the first ten trading days of the
      effective month.

    


    (c)           Interest
      on amounts in the Interest Account will be credited monthly at the Moody’s rate.
 Stock units transferred related to deferrals made prior to January 1,
      2002, shall have a minimum rate of 8%.

    


    Article
      IV—Benefits

    


    
      	
              4.01

            	
              If
                a Key Executive’s Textron Employment ends other than by death or for less
                than acceptable performance (1) at or after age 62, or (2) as a result
                of
                Total Disability, the amount credited to his Moody’s Account at the
                Moody’s Plus Rate, the amount in his Stock Unit Account which is then
                nonforfeitable according to Section 3.07, and the amount in his Interest
                Account, shall be distributed in accordance with Article
                V.

            


    

    


    
      	
              4.02

            	
              If
                a Participant’s Textron Employment ends because of death, the benefit
                distributed pursuant to Article IV shall be the sum of the amount
                credited
                to her Moody’s Account (computed at the Moody’s Plus Rate), and the amount
                in her Stock Unit Account.

            


    

    


    
      	
              4.03

            	
              If
                a Key Executive’s Textron Employment ends other than as described in
                Section 4.01 or a Participant’s Textron Employment ends other than as
                described in Section 4.02, the amount credited to his Moody’s Account
                computed at the Moody’s Rate (unless the Chief Executive Officer and Chief
                Human Resources Officer of Textron in their sole discretion approve
                computation at the Moody’s Plus Rate), the amount in his Stock Unit
                Account which is then nonforfeitable according to Section 3.07, and
                the
                amount in his Interest Account, shall be distributed in accordance
                with
                Article V.

            


    

    


    
      	
              4.04

            	
              In
                the event of a Change in Control as defined in Section 9.03, the
                amount
                credited to her Moody’s Account computed at the Moody’s Plus Rate, the
                amount in her Stock Unit Account and the amount in her Interest Account
                shall be distributed in accordance with Article
                V.

            


    

    


    
      	
              4.05

            	
              Benefits
                shall be payable to a Participant or Beneficiary under only one Section
                of
                this Article IV.

            


    

     

     

    
      Appendix
        A

      Page
        8

    

     

    Article
      V—Payment of Benefits

    


    
      	
              5.01

            	
              The
                Benefits Committee or its designee shall choose in its sole discretion
                the
                methods in Section 5.02 by which benefits payable under Article IV
                shall
                be distributed, after considering any method of payment requested
                by the
                Participant or by the Beneficiaries entitled to receive the benefits.
                 A Participant who wishes to request a form of payment must file an
                election before December 31, 2007, to indicate her preferred form
                of
                payment; but all Participant elections shall be subject to the Benefits
                Committee’s discretion to change the elected form of payment as provided
                in the preceding sentence.  Textron may impose conditions on the
                new benefit election (including, but not limited to, a requirement
                that
                the Participant elect the same form of payment for his pre-2005 Account
                under this Appendix A and his post-2004 account under the Deferred
                Income
                Plan for Textron Executives).  If the current value of a
                Participant’s Deferred Income Plan Accounts is $100,000 or less at
                termination, or if the Participant fails to request a form of payment
                during 2007, such Participant’s accounts shall be paid in a single
                sum.

            


    

    


    
      	
              5.02

            	
              After
                benefits relating to a Participant’s Moody’s Account, his Stock Unit
                Account and his Interest Account become payable under Article IV,
                Textron,
                upon the written instructions of the Benefits Committee or its designee,
                shall distribute the benefits in accordance with any one of the following
                methods:

            


    

    


    (a)           Payment
      in a single sum; or

    


    (b)           Payment
      in a number of annual installments, each payable as soon as practicable after
      the end of each successive calendar year.  The number of installments
      shall not exceed the lesser of 15 or life expectancy of the Participant. The
      annual installments shall be calculated each year by dividing the unpaid amount
      of the benefits as of January 1 of that year by the remaining number of unpaid
      installments; or

    


    (c)           Payment
      through a combination of the foregoing methods.

    


    
      	
              5.03

            	
              (a)

            	
              For
                Participants who terminate prior to January 1, 2002, Plan benefits
                payable
                under Section 5.02 shall begin to be paid not later than February
                15 of
                the first calendar year which begins after the date on which (1)
                the final
                payment of the Participant’s Compensation is scheduled to be made, or (2)
                the Participant attains or would have attained age 65, whichever
                is later.
                For Participants who terminate on or after January 1, 2002, Plan
                benefits
                under Section 5.02(a) shall begin to be paid not later than February
                15
                following the year the Participant terminated, or sixty days after
                termination of employment, whichever is
                later.

            


    

    


    (b)           Plan
      benefits are paid from a Moody’s Account in accordance with Section 5.02(a) or
      5.02(b), amounts (if any) described in Section 3.04 shall be 

     

     

    Appendix
      A

    Page
      9

     

    paid
      first from Section 3.04(c), next from pre-2002 deferrals in Section 3.03, next
      from Section 3.04(b), and lastly from Section 3.04(a).

    


    
      	
              5.04

            	
              Notwithstanding
                any Plan provision to the contrary, the amount then credited to the
                Moody’s Account, Stock Unit Account and Interest Account of each Key
                Executive shall become due and payable immediately upon a Change
                in
                Control as defined in Section 9.03.

            


    

    


    
      	
              5.05

            	
              Distributions
                under this Article V shall be made on a pro-rata basis from each
                account
                in which there is an amount.

            


    

    


    Article
      VI—Beneficiaries

    


    
      	
              6.01

            	
              A
                Participant may designate one or more Beneficiaries to receive Plan
                benefits payable on the Participant’s account after his death. A
                Beneficiary may designate one or more Beneficiaries to receive any
                unpaid
                Plan benefits to the extent this designation does not contravene
                any
                designation filed by the deceased Participant through whom the Beneficiary
                himself claims under this Plan. Beneficiaries shall be designated
                only
                upon forms made available by or satisfactory to the Benefits Committee
                or
                its designee, and filed by the Participant or Beneficiary with that
                committee or designee. Effective January 1, 2008, any payment to a
                Beneficiary shall be made in a lump sum.  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 first business day of January
                2008.

            


    

    


    
      	
              6.02

            	
              At
                any time prior to his death, a Participant or Beneficiary may change
                his
                own designation of Beneficiary by filing a substitute designation
                of
                Beneficiary with the Benefits Committee or its
                designee.

            


    

    


    
      	
              6.03

            	
              In
                the absence of an effective designation of Beneficiary, or if all
                persons
                so designated shall have predeceased the Participant/Beneficiary
                or shall
                have died before the complete distribution of Plan benefits, the
                balance
                of Plan benefits shall be paid to the Participant/Beneficiary’s surviving
                spouse or, if none, to the Participant/Beneficiary’s issue per stirpes or,
                if no issue, to the executor or administrator of the
                Participant/Beneficiary’s estate.

            


    

    


    
      	
              6.04

            	
              If
                a Participant’s Compensation or a Plan benefit is community property, any
                designation of Beneficiary shall be valid or effective only as permitted
                under applicable law.

            


    

    


    
      	
              6.05

            	
              If
                a Plan benefit is payable to a minor or person declared incompetent
                or to
                a person incapable of handling the disposition of his property, the
                Benefits Committee may direct Textron to pay such Plan benefit to
                the
                guardian, legal representative or person having the care and custody
                of
                such minor, incompetent or person. The Benefits Committee may require
                proof of incompetency, minority,

            


    

     

    Appendix
      A

    Page
      10

     

     

    
      	
               

            	
              incapacity
                or guardianship as it deems appropriate prior to distribution of
                the Plan
                benefit. Such distribution shall completely discharge the Benefits
                Committee and any Textron Company from all liability with respect
                to such
                benefit.

            


    

    
 

    Article
      VII—Unfunded Plan

    


    
      	
              7.01

            	
              Benefits
                to be 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. If Textron elects to purchase individual policies of
                insurance on one or more of the Participants to help finance its
                obligations under this Plan, such individual policies and the proceeds
                therefrom shall at all times remain the sole property of Textron
                and
                neither the Participants whose lives are insured nor their Beneficiaries
                shall have any ownership rights in such policies of
                insurance.

            


    

    


    
      	
              7.02

            	
              This
                Plan is maintained primarily for the purpose of providing deferred
                compensation for a select group of management or highly compensated
                employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1)
                of the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

    


    Article
      VIII—Plan Administration

    


    
      	
              8.01

            	
              Textron
                shall be the plan administrator of this Plan and shall be solely
                responsible for its general administration and interpretation. 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 action 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
                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, and shall make all such determinations
                and
                interpretations in a nondiscriminatory
                manner.

            


    

    


    
      	
              8.02

            	
              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
                shall be
                entitled to rely upon all certifications made by an accountant selected
                by
                Textron. 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.

            


    

     

    
      Appendix
        A

      Page
        11

    

     

    
      	
              8.03

            	
              Textron
                may require proof of the death or Total Disability of any Participant,
                former Participant or Beneficiary and evidence of the right of any
                person
                to receive any Plan benefit.

            


    

    


    
      	
              8.04

            	
              Claims
                under this Plan shall be filed in writing with Textron, and shall
                be
                reviewed and resolved pursuant to the claims procedure in Section
                8.05 of
                the Deferred Income Plan for Textron
                Executives.

            


    

    


    
      	
              8.05

            	
              Textron
                shall withhold from benefits paid under this Plan any taxes or other
                amounts required to be withheld by
                law.

            


    

    


    Article
      IX—Miscellaneous

    


    
      	
              9.01

            	
              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.

            


    

     

    
      	
              9.02

            	
              (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 to the extent that the assignment or other action would cause
                the
                amount to be included in the Participant’s gross income or treated as a
                distribution for federal income tax purposes.  A Participant
                may, with the written approval of the Benefits Committee, make an
                assignment of a benefit for estate planning or similar purposes if
                the
                assignment does not cause the amount to be included in the Participant’s
                gross income or treated as a distribution for federal income tax
                purposes.  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                  

            


    

     

    Appendix
      A

    Page
      12

     

     

    
      	
            	
               

            	
              other
                legal process, or be liable for or subject to the debts or liability
                of
                any Participant or Beneficiary.         

            


    

    


    
      	
              9.03

            	
              Notwithstanding
                any provision to the contrary, 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:

            


    

    


    (a)           Shall
      reduce the amount credited to any Moody’s Account, Stock Unit Account or
      Interest Account immediately before the effective date of the amendment,
      modification, suspension or termination; or

    


    (b)           Shall
      be made to Article V or this Section 9.03 following a Change in
      Control.

    


    If
      after
      a Change in Control any claim is made or any litigation is brought by a
      Participant or Beneficiary to enforce or interpret any provision contained
      in
      this Plan, Textron and the “person” or “group” described in the next following
      sentence shall be liable, jointly and severally, to indemnify the Participant
      or
      Beneficiary for the Participant’s or Beneficiary’s reasonable attorney’s fees
      and disbursements incurred in any such claim or litigation and for prejudgment
      interest as provided in Section 8.06 of the Deferred Income Plan for Textron
      Executives.

    


    For
      purposes of this Plan, a “Change in Control” shall occur if (i) any “person” or
“group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934, as amended (the “Act”)) other than Textron, any trustee or
      other fiduciary holding Textron common stock under an employee benefit plan
      of
      Textron or a related company, or any corporation which is owned, directly or
      indirectly, by the stockholders of Textron in substantially the same proportions
      as their ownership of Textron common stock, is or becomes (other than by
      acquisition from Textron or a related company) the “beneficial owner” (as
      defined in Rule 13d-3 under the Act) of more than 30% of the then outstanding
      voting stock of Textron, or (ii) during any period of two consecutive years,
      individuals who at the beginning of such period constitute the Board (and any
      new director whose election by the Board or whose nomination for election by
      Textron’s stockholders was approved by a vote of at least two thirds of the
      directors then still in office who either were directors at the beginning of
      such period or whose election or nomination for election was previously so
      approved) cease for any reason to constitute a majority thereof, or (iii)
      stockholders of Textron approve a merger or consolidation of Textron with any
      other corporation, other than a merger or consolidation which would result
      in
      the voting securities of Textron outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the 

     

    
      Appendix
        A

      Page
        13

       

    

     

    surviving
      entity) more than 50% of the combined voting power of the voting securities
      of
      Textron or such surviving entity outstanding immediately after such merger
      or
      consolidation, or (iv) the stockholders of Textron approve a plan of complete
      liquidation of Textron or an agreement for the sale or disposition by Textron
      of
      all or substantially all of Textron’s assets.

    


    
      	
              9.04

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

            


    

    


    
      	
              9.05

            	
              Nothing
                contained in this Plan shall be construed as a contract of employment
                between any Participant and any Textron Company, or to suggest or
                create a
                right in any Participant to be continued in employment as a Key Executive
                or other employee of any Textron
                Company.

            


    

    


    
      	
              9.06

            	
              Textron,
                the Chief Executive Officer and the Chief Human Resources Officer,
                and the
                Benefits Committee may impose such other lawful terms and conditions
                on
                participation in this Plan as deemed desirable. The Chief Executive
                Officer, the Chief Human Resources Officer and members of the Benefits
                Committee may participate in this
                Plan.

            


    

    


     

     

    
      Appendix
        A

      Page
        14