FIRST AMENDMENT

Exhibit 10.3

            FIRST AMENDMENT entered into as of the 6th day of May, 2005 to the employment agreement entered into as of July 23, 1998 (the "Employment Agreement") by and between Textron Inc., a Delaware corporation, with its principal office at 40 Westminster Street, Providence, Rhode Island 02903 (the "Company") and Lewis B. Campbell (the "Executive").

WITNESSETH:

            WHEREAS, the Company and Executive have previously entered into the Employment Agreement; and

            WHEREAS, the Company and Executive desire to amend the Employment Agreement.

            NOW, THEREFORE, the parties hereto agree as follows:

            I.     Section 3.4 of the Employment Agreement is amended by adding the following paragraphs at the end thereof:

For purposes of determining the Executive's benefit under the SERP, the definition of "Compensation" under Section 1.04 of the SERP shall be revised as follows: (i) performance share units granted to the Executive after January 1, 2005 shall not be included in determining "Compensation"; and (ii) the amount of performance share units includible in "Compensation" attributable to performance share units accrued for the 2003-2005 and 2004-2006 performance cycles shall not, on average, exceed the amount that would be included if each cycle's payment was based on a share price appreciation of 10% since the closing share price on December 31, 2004 of $73.80 and financial and discretionary performance components combined to yield an earned performance share unit payout of 80%.

In addition, in lieu of the schedule provided in Section 2.03 of the SERP, the Executive's benefits under the SERP shall be based on the Executive's age in accordance with the following schedule:

Age at Retirement	Percent of Benefit
62 or above	100%