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                                                                   EXHIBIT 10.10

                 DEFERRED INCOME PLAN FOR NON-EMPLOYEE DIRECTORS

This Deferred Income Plan for Non-Employee Directors, the "Plan", as amended, is
effective as of January 1, 2002 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 annual
         retainer, in excess of the $60,000 required deferral to the stock unit
         account, and meeting fees into either a stock unit account or an
         interest-bearing account. The Annual Stock Unit Grant is automatically
         deferred into the stock unit account.

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

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

ARTICLE II - DEFERRED INCOME ACCOUNTS

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

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

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

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

         Half of the 10% Premium contributed by Textron shall vest (become
         nonforfeitable) on December 31 of the calendar year in which the
         deferred income otherwise would have been paid, and the remaining half
         on the next


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         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 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


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         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


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         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.

   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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                                  TEXTRON INC.

                              Deferred Income Plan
                                       for
                                Textron Directors
                           DESIGNATION OF BENEFICIARY

   I hereby designate the following individual(s) to receive from the Deferred
   Income Plan for Textron Directors any amounts payable in the event of my
   death.

<TABLE>
<CAPTION>
                                      Social Security                                         Percent of
             Name                         Number                     Address                    Payment
             ----                         ------                     -------                    -------
<S>                                   <C>                            <C>                      <C>
________________________________________________________________________________________________________

________________________________________________________________________________________________________

________________________________________________________________________________________________________
</TABLE>

This designation is intended to replace all prior designations made by me for
such amounts.

___________________________________                  _____________________
           Signature                                          Date


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