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                                                                   Exhibit 10.11


                 DEFERRED INCOME PLAN FOR NON-EMPLOYEE DIRECTORS


This Deferred Income Plan for Non-Employee Directors, the "Plan", is effective
as of January 1, 1998 and replaces the plan previously in effect.

ARTICLE I - PARTICIPATION

     1.1      Non-employee members of the Board of Directors of Textron Inc.
              ("Textron") may elect to defer receipt of any or all of the cash
              portion of the annual retainer into either a stock unit account or
              an interest-bearing account. The deferred stock portion of the
              annual retainer is automatically deferred into the stock unit
              account. The Annual Stock Unit Grant is automatically deferred
              into the stock unit account.

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

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

ARTICLE II - DEFERRED INCOME ACCOUNTS

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

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

              As of the end of each calendar quarter, Textron shall credit to
              the Stock Unit Account 125% (includes a 25% Premium contributed by
              Textron, the "Premium") of the amount, including both the cash
              portion and the deferred stock portion of the annual retainer, the
              Director deferred into this account during the quarter. Textron
              shall credit no Premium with respect to the Annual Stock Unit
              Grant. Textron shall also credit to this account Stock Units equal
              to the number of shares of Textron common stock that would have
              been allocated on account of dividends.

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

              Half of the 25% Premium contributed by Textron shall vest (become
              nonforfeitable) on December 31 of the calendar year in which the
              deferred

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              income otherwise would have been paid, and the remaining half on
              the next December 31. The Premium will continue to vest after the
              termination of the Directorship. The Premium will vest only if the
              related deferred compensation is unpaid at the time of vesting.
              Unvested Premiums shall vest immediately upon the Director's death
              or total disability as determined by the Textron Benefits
              Committee.

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

ARTICLE III - PAYMENTS

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

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

     3.3      Upon the Director's resignation, removal or retirement from the
              Board of Directors, he or she must make a payment election by
              completing the Payment Election Form. The Director may elect on
              the Payment Election Form to receive (1) the entire amount of his
              or her accounts as soon as practical following the end of the
              current quarter which will be deemed to be an election to transfer
              under the provisions of paragraph 3.2 in the current quarter all
              amounts in the Director's Stock Unit Account, (2) the entire
              amount of his or her accounts as soon as practical following the
              end of the current calendar year which will be deemed to be an
              election to transfer under the provisions of paragraph 3.2 in


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              the final quarter of the current calendar year all amounts in the
              Director's Stock Unit Account, or (3) payment in a number of
              annual installments, each payable as soon as practical following
              the end of each successive calendar year, over a period of up to
              five years which will be deemed to be an election to transfer
              under the provisions of paragraph 3.2 in the final quarter of each
              respective calendar year an amount, if necessary, from the
              Director's Stock Unit Account sufficient to make the required
              payment. Annual installments shall be calculated each year by
              dividing the unpaid amount as of January 1 of that year by the
              remaining number of unpaid installments.

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

     3.5      If the Director or former Director dies before all payments have
              been made, payment(s) shall be made to the beneficiary designated
              on the Designation of Beneficiary Form. In the event of death, the
              Benefits Committee shall choose in its sole discretion the payment
              schedule after considering the method of payment that may have
              been requested by the Director or by the beneficiaries.

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

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

ARTICLE IV - MISCELLANEOUS

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

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

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


     4.4      No benefit payable at any time under this Plan shall be subject in
              any manner to alienation, sale, transfer, assignment, pledge or
              encumbrance of any kind unless specifically approved in writing in
              advance by the Textron Benefits Committee or its designee. 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


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              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.

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

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







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