DEFERRED INCOME PLAN FOR NON-EMPLOYEE DIRECTORS
This Deferred Income Plan for Non-Employee Directors, the "Plan", is effective as of January 1, 1998 and
replaces the plan previously in effect.
ARTICLE I - PARTICIPATION
1.1 Non-employee members of the Board of Directors of Textron Inc. ("Textron") may elect to defer receipt of
any or all of the cash portion of the annual retainer into either a stock unit account or an interest-bearing account.
The deferred stock portion of the annual retainer is automatically deferred into the stock unit account. The Annual
Stock Unit Grant is automatically deferred into the stock unit account.
1.2 Each Director must have on file with Textron a Deferral Election Form indicating deferral elections for the
following calendar year(s).
1.3 For any complete calendar quarters remaining in the calendar year in which an individual initially becomes a
non-employee director, the Director may elect to defer his or her fees at any time before the start of each such
ARTICLE II - DEFERRED INCOME ACCOUNTS
2.1 For record-keeping purposes only, Textron shall maintain a stock unit account and an interest-bearing
account for each non-employee Director.
2.2 Stock Unit Account The Stock Unit Account shall consist of Stock Units, which are fictional shares of
Textron common stock accumulated and accounted for the sole purpose of determining the cash payout of any
distribution under this portion of the Plan.
As of the end of each calendar quarter, Textron shall credit to the Stock Unit Account 125% (includes a 25%
Premium contributed by Textron, the "Premium") of the amount, including both the cash portion and the deferred
stock portion of the annual retainer, the Director deferred into this account during the quarter. Textron shall credit
no Premium with respect to the Annual Stock Unit Grant. Textron shall also credit to this account Stock Units
equal to the number of shares of Textron common stock that would have been allocated on account of di