tentwo.htm


    EXHIBIT 10.2

     

    

    


    


    


    


    


    
      	
               

              DEFERRED
      INCOME PLAN

              FOR
      TEXTRON EXECUTIVES

              ____________________

               

              Effective
      January 3, 2010

               

               

            


    

    


     

     

     

     

     

     

    
 

     

     

     

     

     

    


    
      
        
          
            
              DC:
3052838-5

            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Deferred
Income Plan

    for
Textron Executives

     

    Effective
January 3, 2010

    


    Table
of Contents

    


     

    
      
         

      

    

    
      
        	
                Introduction

              	 
      	 
      	
                1

              
	 	 	 	 
	
                Article
      I - Definitions

              	 
      	 
      	
                2

              
	 	 	 	 
	 
      	
                1.01

              	
                “Account”

              	
                2

              
	 
      	
                1.02

              	
                “Beneficiary”

              	
                2

              
	 
      	
                1.03

              	
                “Board”

              	
                2

              
	 
      	
                1.04

              	
                “Change
      in Control”

              	
                2

              
	 
      	
                1.05

              	
                “Deferred
      Income”

              	
                3

              
	 
      	
                1.06

              	
                “Eligible
      Individual”

              	
                4

              
	 
      	
                1.07

              	
                “Executive
      Plan”

              	
                4

              
	 
      	
                1.08

              	
                “Interest”

              	
                4

              
	 
      	
                1.09

              	
                “IRC”

              	
                4

              
	 
      	
                1.1

              	
                “Key
      Executive Plan”

              	
                4

              
	 
      	
                1.11

              	
                “Participant”

              	
                4

              
	 
      	
                1.12

              	
                “Plan”

              	
                4

              
	 
      	
                1.13

              	
                “Schedule
      A Participant”

              	
                4

              
	 
      	
                1.14

              	
                “Schedule
      B Participant”

              	
                4

              
	 
      	
                1.15

              	
                “Separation
      From Service”

              	
                5

              
	 
      	
                1.16

              	
                “Textron”

              	
                5

              
	 
      	
                1.17

              	
                “Textron
      Company”

              	
                5

              
	 
      	
                1.18

              	
                “Total
      Disability”

              	
                5

              




      
      

       

       

      
        	
                Deferred Income Plan
      for Textron Executives

                Effective January 3,
      2010

              	
                Table of
      Contents

                Page
    i

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.19

              	
                “Unforeseeable
      Emergency”

              	
                5

              
	 	 	 	 
	
                Article
      II - Enrollment and Deferrals

              	 
      	 
      	
                5

              
	 	 	 	 
	 
      	
                2.01

              	
                Initial
      Enrollment

              	
                5

              
	 
      	
                2.02

              	
                Deferral
      Election

              	
                6

              
	 
      	
                2.03

              	
                Deferral
      Election Requirements

              	
                7

              
	 
      	
                2.04

              	
                Non-Elective
      Deferred Compensation

              	
                8

              
	 
      	
                2.05

              	
                Changes
      in Deferral Elections

              	
                9

              
	 	 	 	 
	
                Article
      III - Investment Accounts

              	 
      	 
      	
                9

              
	 	 	 	 
	 
      	
                3.01

              	
                Investment
      Accounts

              	
                9

              
	 
      	
                3.02

              	
                Moody’s
      Account

              	
                10

              
	 
      	
                3.03

              	
                Stock
      Unit Account

              	
                10

              
	 
      	
                3.04

              	
                Monthly
      Adjustments

              	
                10

              
	 
      	
                3.05

              	
                Transfers
      and Distributions From Stock Unit Account

              	
                11

              
	 	 	 	 
	
                Article
      IV - Vesting

              	 
      	 
      	
                11

              
	 	 	 	 
	 
      	
                4.01

              	
                Elective
      Deferred Income and Automatic Deferred Income

              	
                11

              
	 
      	
                4.02

              	
                Discretionary
      Deferred Income

              	
                11

              
	 
      	
                4.03

              	
                Textron
      Company Contribution

              	
                11

              
	 
      	
                4.04

              	
                Change
      in Control

              	
                12

              
	 
      	
                4.05

              	
                Vesting
      Under Employment Contract.

              	
                12

              
	 
      	
                4.06

              	
                Forfeiture
      of Non-Vested Amounts

              	
                12

              
	 	 	 	 
	
                Article
      V - Payments to Participants

              	 
      	 
      	
                12

              
	 	 	 	 
	 
      	
                5.01

              	
                Separation
      From Service

              	
                12

              
	 
      	
                5.02

              	
                Total
      Disability

              	
                12

              
	 
      	
                5.03

              	
                Form
      of Payment

              	
                12

              
	 
      	
                5.04

              	
                Distribution
      Elections

              	
                13

              


      

    

     

     

    
 

    
      
        	
                Deferred Income Plan
      for Textron Executives

                Effective January 3,
      2010

              	
                Table of
      Contents

                Page
    ii

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	
              5.05

            	
              Automatic
      Lump Sum Payments

            	
              14

            
	 
      	
              5.06

            	
              Administrative
      Adjustments in Payment Date

            	
              14

            
	 
      	
              5.07

            	
              Distribution
      Upon Unforeseeable Emergency

            	
              14

            
	 
      	
              5.08

            	
              Distribution
      Upon Change in Control

            	
              15

            
	 
      	
              5.09

            	
              Distributions
      Before July 25, 2007

            	
              15

            
	 	 	 	 
	
              Article
      VI - Payments to Beneficiaries

            	 
      	 
      	
              15

            
	 	 	 	 
	 
      	
              6.01

            	
              Designating
      a Beneficiary

            	
              15

            
	 
      	
              6.02

            	
              Default
      Beneficiary

            	
              15

            
	 
      	
              6.03

            	
              Beneficiary
      Who Is Not Legally Competent

            	
              15

            
	 
      	
              6.04

            	
              Distributions
      Upon Death

            	
              16

            
	 	 	 	 
	
              Article
      VII - Unfunded Plan

            	 
      	 
      	
              16

            
	 	 	 	 
	 
      	
              7.01

            	
              No
      Plan Assets

            	
              16

            
	 
      	
              7.02

            	
              Top-Hat
      Plan Status

            	
              16

            
	 	 	 	 
	
              Article
      VIII - Plan Administration

            	 
      	 
      	
              16

            
	 	 	 	 
	 
      	
              8.01

            	
              Plan
      Administrator’s Powers

            	
              16

            
	 
      	
              8.02

            	
              Delegation
      of Administrative Authority

            	
              17

            
	 
      	
              8.03

            	
              Tax
      Withholding

            	
              17

            
	 
      	
              8.04

            	
              Use
      of Third Parties to Assist with Plan Administration

            	
              17

            
	 
      	
              8.05

            	
              Proof
      of Right to Receive Benefits

            	
              17

            
	 
      	
              8.06

            	
              Claims
      Procedure

            	
              17

            
	 
      	
              8.07

            	
              Enforcement
      Following a Change in Control

            	
              18

            
	 	 	 	 
	
              Article
      IX - Amendment and Termination

            	 
      	 
      	
              19

            
	 	 	 	 
	 
      	
              9.01

            	
              Amendment

            	
              19

            
	 
      	
              9.02

            	
              Delegation
      of Amendment Authority

            	
              19

            
	 
      	
              9.03

            	
              Termination

            	
              19

            


       

       

       

       

        
          	
                  Deferred Income Plan
      for Textron Executives

                  Effective January 3,
      2010

                	
                  Table of
      Contents

                  Page
    iii

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              9.04

            	
              Distributions
      Upon Plan Termination

            	
              19

            
	 	 	 	 
	
              Article
      X - Miscellaneous

            	 
      	 
      	
              20

            
	 	 	 	 
	 
      	
              10.01

            	
              Use
      of Masculine or Feminine Pronouns

            	
              20

            
	 
      	
              10.02

            	
              Transferability
      of Plan Benefits

            	
              20

            
	 
      	
              10.03

            	
              Section
      409A Compliance

            	
              21

            
	 
      	
              10.04

            	
              Controlling
      State Law

            	
              21

            
	 
      	
              10.05

            	
              No
      Right to Employment

            	
              21

            
	 
      	
              10.06

            	
              Additional
      Conditions Imposed

            	
              21

            


       

       

       

      
         

        
          	
                  Deferred Income Plan
      for Textron Executives

                  Effective January 3,
      2010

                	
                  Table of
      Contents

                  Page
    iv

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Deferred
Income Plan

    for
Textron Executives

     

    Effective
January 3, 2010

     

    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.  The Plan has been amended from time to time since the
previous restatement.  This restatement of the Plan reflects all
amendments that are effective through the date of this restatement.

     

    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 (or
before the end of 2008, in the case of Participants who terminated before 2002)
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.

     

    
       

       

       

      
        	
                Deferred Income Plan
      for Textron Executives

                Effective January 3,
      2010

              	
                 

                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 Textron, 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  

            	
              “Board”
      means the Board of Directors of
Textron.

            


    

     

    
      	
              1.04  

            	
              “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

            


    

     

    
      	
              (3)  

            	
              acquires
      (or has acquired during the 12-month period ending on the date of the most
      recent acquisition by such person) all
or

            


    

     

    
       

      
         

         

        
          	
                  Deferred Income Plan
      for Textron Executives

                  Effective January 3,
      2010

                	
                   

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                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.”

     

    
      	
              1.05  

            	
              “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.

            


    

     

    
       

      
         

        
           

          
            	
                    Deferred Income Plan
      for Textron Executives

                    Effective January 3,
      2010

                  	
                     

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    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.

            


    

     

    
      	
              1.06  

            	
              “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).

            


    

     

    
      	
              1.07  

            	
              “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.

            


    

     

    
      	
              1.08  

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

            


    

     

    
      	
              1.09  

            	
              “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.

            


    

     

    
      	
              1.10  

            	
              “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.

            


    

     

    
      	
              1.11  

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

            


    

     

    
      	
              1.12  

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

            


    

     

    
      	
              1.13  

            	
              “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.

            


    

     

    
      	
              1.14  

            	
              “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

            


    

     

    
       

      
         

        
           

          
            	
                    Deferred Income Plan
      for Textron Executives

                    Effective January 3,
      2010

                  	
                     

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                  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.

                


        

         

      

    

    
      	
              1.15  

            	
               “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.

            


    

     

    
      	
              1.16  

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

            


    

     

    
      	
              1.17  

            	
              “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).

            


    

     

    
      	
              1.18  

            	
              “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).

            


    

     

    
      	
              1.19  

            	
              “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

            


    

    
       

      
         

        
           

          
             

            
              	
                      Deferred Income Plan
      for Textron Executives

                      Effective January 3,
      2010

                    	
                       

                      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.

            


    

     

    
      	
              (c)  

            	
              If an employee or former employee is not identified in Textron’s
      records as a Participant as of December 31, 2008, the individual shall not
      be a Participant, and shall not be entitled to receive any benefit under
      the Plan, unless the individual either (i) becomes a Participant after
      2008 pursuant to Section 2.01, or (ii) is designated by the Board (or by
      its designee) as a Participant after 2008.

            


    

     

    
      	
              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 dividend, dividend equivalent, or 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 Textron, 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.

            


    

    
       

      
         

        
           

          
             

            
              	
                      Deferred Income Plan
      for Textron Executives

                      Effective January 3,
      2010

                    	
                       

                      Page
    6

                    


            

             

          

          
            
              
                
                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

        

      

    

     

    
      	
              (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:

            


    

     

    
      	
              (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

            


    

    
       

      
         

        
           

          
             

            
              	
                      Deferred Income Plan
      for Textron Executives

                      Effective January 3,
      2010

                    	
                       

                      Page
    7

                    


            

             

          

          
            
              
                
                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

        

      

    

     

    
      
        	
                 

              	
                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 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 Executive Share Ownership
      Policy.  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.

            


    

    
      
         

        
           

          
             

            
               

              
                	
                        Deferred Income Plan
      for Textron Executives

                        Effective January 3,
      2010

                      	
                         

                        Page
    8

                      


              

               

            

            
              
                
                  
                     

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

        

      

    

     

    
      	
              (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 Textron, for all other Participants.  The document
      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.

            


    

    
      
         

        
           

          
             

            
               

              
                	
                        Deferred Income Plan
      for Textron Executives

                        Effective January 3,
      2010

                      	
                         

                        Page
    9

                      


              

               

            

            
              
                
                  
                     

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

        

      

    

     

    
      	
              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 substantially similar average selected by
      Textron.  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.

            


    

    
      
         

        
           

          
             

            
               

              
                	
                        Deferred Income Plan
      for Textron Executives

                        Effective January 3,
      2010

                      	
                         

                        Page
    10

                      


              

               

            

            
              
                
                  
                     

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

        

      

    

     

    
      	
              3.05  

            	
              Transfers and
      Distributions From Stock Unit Account.  A Participant who
      has Separated From Service may elect to transfer all or part of his Stock
      Unit Account in cash to his Moody’s Account.  The Participant
      may elect a transfer once each calendar 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

                          

                        


                

                 

                
                  
                    
                       

                    

                  

                

              

            

          

        

      

    

    
      
        
          
             

            
               

              
                	
                        Deferred Income Plan
      for Textron Executives

                        Effective January 3,
      2010

                      	
                         

                        Page
    11

                      


              

               

            

            
              
                
                  
                     

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

        

      

    

    
       

      
        	
                 

              	
                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.

              


      

      
        
           

        

      

    

    
      	
              4.04  

            	
              Change in
      Control.  In the event of a Change in Control, a
      Participant’s Account shall become 100% vested if the Participant is
      employed by a Textron Company on the date of the Change in
      Control.

            


    

     

    
      	
              4.05  

            	
              Vesting Under
      Employment Contract.  A Participant’s Account, and any
      additional benefit the Participant is eligible to receive under Appendix A
      or Appendix B, shall become 100% vested to the extent expressly provided
      in a written employment contract between the Participant and
      Textron.

            


    

     

    
      	
              4.06  

            	
              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.  Subject to Section 5.04(c)(2) (five-year delay
      following change in form of payment), 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 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, if less, the number
      of whole years in the Participant’s remaining life expectancy, determined
      as of the payment commencement date under the Single Life Table in Treas.
      Reg. § 1.401(a)(9)-9, Q&A-1), 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.

            


    

    
      
        
           

          
             

            
               

              
                 

                
                  	
                          Deferred Income Plan
      for Textron Executives

                          Effective January 3,
      2010

                        	
                           

                          Page
    12

                        


                

                 

              

              
                
                  
                    
                       

                    

                     


                  

                  
                     


                    
                      

                    

                  

                  
                     


                  

                

              

            

          

        

      

    

     

    
      	
              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 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);

            


    

     

    
      	
              (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;
and

            


    

     

    
      	
              (3)  

            	
              the
      new election may not require annual installments to be paid over a period
      exceeding 10 years (or, if less, the number of whole years in the
      Participant’s remaining life expectancy, determined
  as

            


    

    
      
        
           

          
             

            
               

              
                 

                
                  	
                          Deferred Income Plan
      for Textron Executives

                          Effective January 3,
      2010

                        	
                           

                          Page
    13

                        


                

                 

              

              
                
                  
                    
                       

                    

                     


                  

                  
                     


                    
                      

                    

                  

                  
                     


                  

                

              

            

          

        

      

    

    
       

      
        	
                 

              	
                 of
      the payment commencement date under the Single Life Table in Treas. Reg.
      § 1.401(a)(9)-9, Q&A-1).

              


      

      
        
          
             

          

        

      

    

    
      	
              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 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

            


    

    
      
        
          
             

            
               

              
                 

                
                   

                  
                    	
                            Deferred Income Plan
      for Textron Executives

                            Effective January 3,
      2010

                          	
                             

                            Page
    14

                          


                  

                   

                

                
                  
                    
                      
                         

                      

                       


                    

                    
                       


                      
                        

                      

                    

                    
                       


                    

                  

                

              

            

          

        

      

    

    
       

      
        	
                 

              	
                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).  Textron 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.

            


    

     

    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, Textron may pay the
      Participant’s Account to the guardian, legal representative, or person
      having the care and custody of such Beneficiary.  Textron may
      require proof of incompetency,

            


    

    
      
        
          
            
               

              
                 

                
                   

                  
                     

                    
                      	
                              Deferred Income Plan
      for Textron Executives

                              Effective January 3,
      2010

                            	
                               

                              Page
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                minority,
      incapacity, or guardianship as it deems appropriate prior to distribution
      of the Account. Such distribution shall completely discharge 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
      first month that begins at least ninety (90) days after the Participant’s
      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
      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 8.06, 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.  The Board may exercise Textron’s authority as plan
      administrator, and the authority to administer the Plan may be delegated
      as provided in Section 8.02.

            


    

    
      
        
          
            
               

              
                 

                
                   

                  
                     

                    
                      	
                              Deferred Income Plan
      for Textron Executives

                              Effective January 3,
      2010

                            	
                               

                              Page
    16

                            


                    

                     

                  

                  
                    
                      
                        
                           

                        

                         


                      

                      
                         


                        
                          

                        

                      

                      
                         


                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              8.02  

            	
              Delegation of
      Administrative Authority.  The Board may, to the extent
      permitted by applicable law, make a non-exclusive written delegation of
      the authority to administer the Plan to a committee of the Board or to one
      or more officers of Textron.  The Board may, to the extent
      permitted by applicable law, authorize a committee of the Board or officer
      of Textron to make a further delegation of the authority to administer the
      Plan.

            


    

     

    
      	
              8.03  

            	
              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.

            


    

     

    
      	
              8.04  

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

            


    

     

    
      	
              8.05  

            	
              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.

            


    

     

    
      	
              8.06  

            	
              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 8.06 as a “Claimant”) may file a written
      request with Textron setting forth the claim.  Textron shall
      consider and resolve the claim as set forth
  below.

            


    

     

    
      	
              (a)  

            	
              Time for
      Response.  Upon receipt of a claim, Textron shall advise
      the Claimant that a response will be forthcoming within 90
      days.  Textron 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

            


    

    
      
        
          
            
               

              
                 

                
                   

                  
                     

                    
                      	
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      for Textron Executives

                              Effective January 3,
      2010

                            	
                               

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                extension
      and the expected response date.  Textron shall respond to the
      claim within the specified period.

              


      

      
        
          
            
              
                 

              

            

          

        

      

    

    
      	
              (b)  

            	
              Denial.  If
      the claim is denied in whole or part, Textron 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 Textron 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 Textron.  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 Textron receives a
      request for review, it will review the initial
      determination.  If special circumstances require that the 60-day
      time period be extended, Textron will so notify the Claimant 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.

            


    

     

    
      	
              8.07  

            	
              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 1.04 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

            


    

    
      
        
          
            
               

              
                 

                
                   

                  
                     

                    
                      	
                              Deferred Income Plan
      for Textron Executives

                              Effective January 3,
      2010

                            	
                               

                              Page
    18

                            


                    

                     

                  

                  
                    
                      
                        
                           

                        

                         


                      

                      
                         


                        
                          

                        

                      

                      
                         


                      

                    

                  

                  
                     

                    
                      	
                               

                            	
                              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 paragraphs (a) and (b) below, the Board shall have the right to amend,
      modify, or suspend this Plan at any time by written resolution or other
      formal action reflected in writing.

            


    

     

    
      	
              (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.

            


    

     

    
      	
              (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  

            	
              Delegation of
      Amendment Authority.  The Board may, to the extent
      permitted by applicable law, make a non-exclusive written delegation of
      the authority to amend the Plan to a committee of the Board or to one or
      more officers of Textron.  The Board may, to the extent
      permitted by applicable law, authorize a committee of the Board to make a
      further delegation of the authority to amend the
  Plan.

            


    

     

    
      	
              9.03  

            	
              Termination.  The
      Board 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.

            


    

     

    
      	
              9.04  

            	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 9.04 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 


    

    
      
        
          
            
               

              
                 

                
                   

                  
                     

                    
                      	
                              Deferred Income Plan
      for Textron Executives

                              Effective January 3,
      2010

                            	
                               

                              Page
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                              Section
      9.04 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 9.04, 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 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 Textron, 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.

                

              


      

       

    

    
      
        
          
            
               

              
                 

                
                   

                  
                    
                      	
                              Deferred Income Plan
      for Textron Executives

                              Effective January 3,
      2010

                            	
                               

                              Page
    20

                            


                    

                     

                  

                  
                    
                      
                        
                           

                        

                         


                      

                      
                         


                        
                          

                        

                      

                      
                         


                      

                    



                

              

            

          

        

      

    

    
      	
              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 (other than the
      Participant); or any member of Textron 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 may impose such other lawful terms and
      conditions on participation in this Plan as deemed
    desirable.

            


    

    
      
        
          
            
               

              
                 

                
                   

                  
                     

                    
                      	
                              Deferred Income Plan
      for Textron Executives

                              Effective January 3,
      2010

                            	
                               

                              Page
    21

                            


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    


    


    
      	
               

              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)

               

               

            


      


       

       

       

       

       

       

      
 

      
         

         

         

         

         

        


        
          
            
              
                
                  DC:
3052838-5

                

                


              

               


            

            
               


              
                

              

            

            
               


            

          

        

        
 

        
          Deferred
Income Plan

          for
Textron Executives

          Appendix
A — Key Executive Plan

          


          Table
of Contents

        

        


         

        
          
             

          

        

      

    

    
      
        
          	
                  Introduction

                	 
      	 
      	
                  1

                
	
                  Article
      I - Definitions

                	 
      	 
      	
                  2

                


        

        
          	
                  Article
      II - Participation and Deferred Income

                	 
      	 
      	
                  4

                
	
                  Article
      III - Participant's Accounts, Interest, and Earnings

                	 
      	 
      	
                  5

                
	
                  Article
      IV - Benefits

                	 
      	 
      	
                  8

                
	
                  Article
      V - Payments of Benefits

                	 
      	 
      	
                  8

                


        

      

      
        	
                Article
      VI - Beneficiaries

              	 
      	 
      	
                10

              
	
                Article
      VII - Unfunded Plan

              	 
      	 
      	
                11

              
	
                Article
      VIII - Plan Administration

              	 
      	 
      	
                11

              
	
                Article
      IX - Miscellanous

              	 
      	 
      	
                12

              


         

         

         

         

          
            	
                    Deferred Income Plan
      for Textron Executives

                    Effective January 3,
      2010

                  	
                    Table of Contents -
      Appendix A

                    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 

    
      
        
          
            
              
                 

                
                   

                  
                     

                    
                       

                      
                        	
                                Deferred Income Plan
      for Textron Executives

                                Effective January 3,
      2010

                              	
                                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.

                  

                

              

            

          

        

      

    

    


    Section
5.01 requires a Participant to make an election if the Participant wishes to
request one of the distribution options in Section 5.02.  This
election provision was 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

              	
                
                  “Board”
      means the Board of Directors of
Textron.

                

              


      

      
        


        
          	
                  1.03

                	
                  
                    “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
      Textron.

                  

                


        

        
          


          
            	
                    1.04

                  	
                    
                      “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.

                    

                  


          

          
            
              


              
                	
                        1.05

                      	
                        
                          “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

                        

                      


              

              
                 

              

            

          

        

      

    

     

     

    
      
        
          
            
              
                
                   

                  
                    
                      
                        
                          	
                                  Deferred Income Plan
      for Textron Executives

                                  Effective January 3,
      2010

                                	
                                  Appendix
      A

                                  Page
    2

                                


                        

                         

                      

                      
                        
                          
                            
                               

                            

                             


                          

                          
                             


                            
                              

                            

                          

                          
                             


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          


          
            	
                     

                  	
                    
                      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.

                    

                  


          

          
            


            
              	
                      1.06

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

                        

                      

                    


            

            
              


              
                	
                        1.07

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

                          

                        

                      


              

              
                


                
                  	
                          1.08

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

                            

                          

                        


                

                
                  
                    


                    
                      	
                              1.09

                            	
                              
                                
                                  “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.

                                

                              

                            


                    

                    
                      
                        


                        
                          	
                                  1.10

                                	
                                  
                                    “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.

                                  

                                


                        

                        
                          


                          
                            	
                                    1.11

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

                                      

                                    

                                  


                          

                          
                            


                            
                              	
                                      1.12

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

                                      

                                    


                            

                            
                              


                              
                                	
                                        1.13

                                      	
                                        
                                          
                                            “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.

                                          

                                        

                                      


                              

                              
                                
                                  
                                    
                                       

                                    

                                     

                                     

                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                   

                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  Deferred Income Plan
      for Textron Executives

                                                                  Effective January 3,
      2010

                                                                	
                                                                  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

                                              
                                                CEO/COO

                                              

                                              
                                                Other
      TLT Members

                                              

                                              
                                                Other
      Corporate Officers

                                              

                                              
                                                All
      Other Key Executives

                                              

                                            	
                                              
                                                Minimum Stock Ownership Level

                                                5 times base salary

                                                
                                                  3 times
      base salary 

                                                    2
      times base salary 

                                                      1
      times base
salary

                                                    

                                                  

                                                

                                              

                                            


                                    

                                    
                                      


                                      
                                        	
                                                1.14

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

                                                  

                                                

                                              


                                      

                                      
                                        


                                        
                                          	
                                                  1.15

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

                                                    

                                                  

                                                


                                        

                                        
                                          


                                          
                                            	
                                                    1.16

                                                  	
                                                    
                                                      
                                                        “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.

                                                      

                                                    

                                                  


                                          

                                          
                                            
                                              


                                              
                                                	
                                                        1.17

                                                      	
                                                        
                                                          
                                                            “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 Textron within the time specified by
    Textron.

              


      

      


      
        	
                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

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

              


      

      
        
           

        

        
          
            
              
                
                  
                    
                      
                        
                           

                          
                             

                             

                            
                              	
                                      Deferred Income Plan
      for Textron Executives

                                      Effective January 3,
      2010

                                    	
                                      Appendix
      A

                                      Page
    4

                                    


                            

                             

                          

                          
                            
                              
                                
                                   

                                

                                 


                              

                              
                                 


                                
                                  

                                

                              

                              
                                 


                              

                            

                          

                          
                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
                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 Textron.

                   

                  (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 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 Textron.  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.

                      

                    

                  


          

          
            
              
                
                  
                    
                      
                        
                           

                          
                             

                            
                               

                              
                                 

                                
                                  	
                                          Deferred Income Plan
      for Textron Executives

                                          Effective January 3,
      2010

                                        	
                                          Appendix
      A

                                          Page
    5

                                        


                                

                                 

                              

                              
                                
                                  
                                    
                                       

                                    

                                     


                                  

                                  
                                     


                                    
                                      

                                    

                                  

                                  
                                     


                                  

                                

                                


                                
                                  	
                                           

                                        	
                                          
                                            
                                              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 phantom 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

                           

                                 (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.

                        

                      

                    

                  


          

          
            
              
                
                  
                    
                      
                        
                          
                            
                               

                              
                                 

                                
                                   

                                  
                                     

                                    
                                      	
                                              Deferred Income Plan
      for Textron Executives

                                              Effective January 3,
      2010

                                            	
                                              Appendix
      A

                                              Page
    6

                                            


                                    

                                     

                                  

                                  
                                    
                                      
                                        
                                           

                                        

                                         


                                      

                                      
                                         


                                        
                                          

                                        

                                      

                                      
                                         


                                      

                                    

                                    
                                      


                                      
                                        	
                                                 

                                              	
                                                
                                                  
                                                    (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.

                        

                         

                        (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.

                      

                    

                  


          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                       

                                      
                                         

                                        
                                           

                                          
                                             

                                            
                                              	
                                                      Deferred Income Plan
      for Textron Executives

                                                      Effective January 3,
      2010

                                                    	
                                                      Appendix
      A

                                                      Page
    7

                                                    


                                            

                                             

                                          

                                          
                                            
                                              
                                                
                                                   

                                                

                                                 


                                              

                                              
                                                 


                                                
                                                  

                                                

                                              

                                              
                                                 


                                              

                                            

                                            
                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                
                  	
                           

                        	
                          
                            
                              
                                (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.

              


      

      


      Article
V—Payment of Benefits

      


      
        	
                5.01

              	
                Textron
      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.

              


      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                             

                            
                               

                              
                                 

                                
                                   

                                  
                                    	
                                            Deferred Income Plan
      for Textron Executives

                                            Effective January 3,
      2010

                                          	
                                            Appendix
      A

                                            Page
    8

                                          


                                  

                                   

                                

                                
                                  
                                    
                                      
                                         

                                      

                                       


                                    

                                    
                                       


                                      
                                        

                                      

                                    

                                    
                                       


                                    

                                  

                                  
                                     

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
                 
      

              	
                A
      Participant who wishes to request a form of payment must file an election
      to indicate her preferred form of payment; but all Participant elections
      shall be subject to Textron’s discretion to change the elected form of
      payment as provided in the preceding sentence.  If the
      Participant terminated before January 1, 2002, the Participant must file
      the election by December 31, 2008; any other Participant must file the
      election by December 31, 2007.  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
      before the applicable deadline, 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
      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
      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).

                            

                          

                        


                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                         

                                        
                                           

                                          
                                             

                                            
                                               

                                              
                                                	
                                                        Deferred Income Plan
      for Textron Executives

                                                        Effective January 3,
      2010

                                                      	
                                                        Appendix
      A

                                                        Page
    9

                                                      


                                              

                                               

                                            

                                            
                                              
                                                
                                                  
                                                     

                                                  

                                                   


                                                

                                                
                                                   


                                                  
                                                    

                                                  

                                                

                                                
                                                   


                                                

                                              

                                              
                                                 

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
                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 Textron, and filed by the
      Participant or Beneficiary with Textron.  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 Textron.

              


      

      


      
        	
                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, Textron
      may pay such Plan benefit to the guardian, legal representative or person
      having the care and custody of such minor, incompetent or person. Textron
      may require proof of incompetency, minority, incapacity or guardianship as
      it deems appropriate prior to distribution of the Plan benefit. Such
      distribution shall completely discharge any Textron Company from all
      liability with respect to such
benefit.

              


      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                             

                            
                               

                              
                                 

                                
                                   

                                  
                                    	
                                            Deferred Income Plan
      for Textron Executives

                                            Effective January 3,
      2010

                                          	
                                            Appendix
      A

                                            Page
    10

                                          


                                  

                                   

                                

                                
                                  
                                    
                                      
                                         

                                      

                                       


                                    

                                    
                                       


                                      
                                        

                                      

                                    

                                    
                                       


                                    

                                  

                                  
                                     

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      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 and 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 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.  The Board may exercise Textron’s
      authority as plan administrator, and the authority to administer the Plan
      may be delegated as provided in Section
8.02.

              


      

      


      
        	
                8.02

              	
                The
      Board may, to the extent permitted by applicable law, make a non-exclusive
      written delegation of the authority to administer the Plan to a committee
      of the Board or to one or more officers of Textron.  The Board
      may, to the extent permitted by applicable law, authorize a committee of
      the Board or officer of Textron to make a further delegation of the
      authority to administer the Plan.

              


      

      


      
        	
                8.03

              	
                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

              


      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                             

                            
                               

                              
                                 

                                
                                   

                                  
                                    	
                                            Deferred Income Plan
      for Textron Executives

                                            Effective January 3,
      2010

                                          	
                                            Appendix
      A

                                            Page
    11

                                          


                                  

                                   

                                

                                
                                  
                                    
                                      
                                         

                                      

                                       


                                    

                                    
                                       


                                      
                                        

                                      

                                    

                                    
                                       


                                    

                                  

                                  
                                    
                                      


                                      
                                        	
                                                 

                                              	
                                                or
      opinion of any such agent, accountant, actuary, counsel or other expert.
      All action so taken, suffered or omitted shall be conclusive upon each of
      them and upon all other persons interested in this
  Plan.

                                              


                                      

                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                             

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
                8.04

              	
                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.

              


      

      


      
        	
                8.05

              	
                Claims
      under this Plan shall be filed in writing with Textron, and shall be
      reviewed and resolved pursuant to the claims procedure in Section 8.06 of
      the Deferred Income Plan for Textron
Executives.

              


      

      


      
        	
                8.06

              	
                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 Textron, 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

                        

                      

                    

                  

                


        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                   

                                  
                                     

                                     

                                    
                                      	
                                              Deferred Income Plan
      for Textron Executives

                                              Effective January 3,
      2010

                                            	
                                              Appendix
      A

                                              Page
    12

                                            


                                    

                                     

                                  

                                  
                                    
                                      
                                        
                                           

                                        

                                         


                                      

                                      
                                         


                                        
                                          

                                        

                                      

                                      
                                         


                                      

                                    

                                    
                                      
                                        
                                           

                                          
                                            
                                              	
                                                       

                                                    	
                                                      

                                                        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.

                                                      

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
                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 8.07 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
      

                

              


      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                 

                                
                                   

                                  
                                     

                                    
                                       

                                      
                                        	
                                                Deferred Income Plan
      for Textron Executives

                                                Effective January 3,
      2010

                                              	
                                                Appendix
      A

                                                Page
    13

                                              


                                      

                                       

                                    

                                    
                                      
                                        
                                          
                                             

                                          

                                           


                                        

                                        
                                           


                                          
                                            

                                          

                                        

                                        
                                           


                                        

                                      

                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                       

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                              
                                                	
                                                         

                                                      	
                                                        
                                                          remaining
      outstanding or by being converted into voting securities of the 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

              	
                The
      Board may, to the extent permitted by applicable law, make a non-exclusive
      written delegation of the authority to amend the Plan to a committee of
      the Board or to one or more officers of Textron.  The Board may,
      to the extent permitted by applicable law, authorize a committee of the
      Board to make a further delegation of the authority to amend the
      Plan.

              


      

      


      
        	
                9.05

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

              


      

      


      
        	
                9.06

              	
                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.

              


      

      


      
        	
                9.07

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

              


      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                             

                            
                               

                              
                                 

                                
                                   

                                  
                                    	
                                            Deferred Income Plan
      for Textron Executives

                                            Effective January 3,
      2010

                                          	
                                            Appendix
      A

                                            Page
    14