<PAGE>
                                                                    EXHIBIT 10.3


SUPPLEMENTAL BENEFITS PLAN FOR TEXTRON KEY EXECUTIVES

This Plan has been established for the benefit of designated Textron Key
Executives to provide the benefits that would have been payable under Textron
qualified plans except for limitations imposed under the Internal Revenue Code.

This Plan is restated and effective on and after January 1, 2002.

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 "Benefits Committee" means the Benefits Committee of Textron.

1.02 "Board" means the Board of Directors of Textron.

1.03 "Compensation" means base salary, accrued annual incentive compensation,
performance units, and performance share units, whether or not deferred under
the Deferred Income Plan for Textron Key Executives or the Textron Deferred
Income Plan for Executives. However, for any Key Executive who is first awarded
performance share units after October 26, 1999, performance share units shall
not be included in Compensation. For Key Executives who are members of the
Textron Pension Plan for Cessna Employees, compensation shall mean "Final
Average Monthly Salary" as defined in Section 2.01(a) of that plan. "Final
Average Monthly Salary" shall include incentive compensation paid by Textron and
shall exclude long-term incentive compensation and shall be calculated without
regard to Statutory Limits or deferrals. Compensation does not include any award
under the Textron Quality Management Plan or the Supplemental Bonus Plan for
Textron Financial Corporation Executives.

1.04 "Deferral Plans" means the Textron Deferred Income Plan for Textron Key
Executives and the Textron Deferred Income Plan for Executives, as amended and
restated from time to time.

1.05 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

1.06 "Included Plan" means a Textron defined benefit or defined contribution
plan specifically designated by the Management Committee under Article V.

1.07 "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.

1.08 "Management Committee" means the Management Committee of Textron.

1.09 "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.
<PAGE>
1.10 "Pension Plan" means the Bell Helicopter Textron Retirement Plan, the
Textron Pension Plan for Cessna Employees, the Textron Master Retirement Plan or
an Included Plan that is a defined benefit plan.

1.11 "Plan" means this Supplemental Benefits Plan for Textron Key Executives, as
amended and restated from time to time.

1.12 "Savings Plan" means the Textron Savings Plan, as amended and restated from
time to time.

1.13 "Statutory Limit" means any limit on benefits under, or annual additions
to, qualified plans imposed by Section 401(a)(17) or 415 of the Internal Revenue
Codes of 1954 or 1986, as amended from time to time.

1.14 "Supplemental Shares" means fictional shares of Textron common stock
accumulated and accounted for under this Plan for the purpose of determining the
cash value of distributions and transfers from a Participant's supplemental
savings account.

1.15 "Textron" means Textron Inc., a Delaware corporation, and any
successor of Textron Inc.

1.16 "Textron Company" means Textron or any company controlled by or under
common control with Textron.

ARTICLE II -- PARTICIPATION

2.01 A Key Executive shall participate in this Plan if (1) her benefits under a
Pension Plan, or (2) the annual additions to her accounts under the Savings Plan
or any Included Plan that is a defined contribution plan, or (3) both such
benefits and such additions, are limited by one or more Statutory Limits. In
addition, a Key Executive shall participate in this Plan if her receipt of any
compensation is deferred under the Deferral Plans.

ARTICLE III -- SUPPLEMENTAL PENSION BENEFITS

3.01 Textron shall pay on account of each Participant who begins to receive
payments under one or more of the Pension Plans the amount, if any, by which (1)
the normal, early or vested retirement pension that would have been payable on
the Participant's account under the Pension Plans, using Compensation as defined
in this Plan, exceeds (2) the normal, early or vested retirement pension
calculated under the Pension Plans on the Participant's account.

3.02 Textron shall pay to the beneficiary designated by the Participant under
each Pension Plan the amount, if any, by which (1) the death benefit that would
have been payable under that Pension Plan on the Participant's account using
Compensation as defined in this Plan exceeds (2) the death benefit which is
actually payable under that Pension Plan on the Participant's account. For the
purposes of this Section, the term "death benefit" shall include any period
certain death benefit and any surviving spouse benefit provided by a Textron
Company at its sole cost through a Pension Plan.

3.03 In the event Textron transfers the liability of a Pension Plan on account
of a Participant to another qualified plan, the supplemental pension or death
benefits under Sections 3.01 and 3.02, respectively, shall be determined as of
such transfer, unless otherwise decided by Textron in its sole discretion.
<PAGE>
ARTICLE IV -- SUPPLEMENTAL SAVINGS BENEFITS

4.01 Textron shall maintain a supplemental savings account and a fixed income
account for each Participant who participates in the Savings Plan for making
credits, payments, and transfers described in this Article.

4.02 Textron shall, as of the end of each calendar month, credit Supplemental
Shares to each supplemental savings account, equal to the lost employer
contribution for the month divided by the average of the composite closing
prices of Textron common stock, as reported in The Wall Street Journal for the
month. The lost employer contribution for the month shall be equal to the
Participant's Savings Plan eligible compensation for the month times the
Participant's Savings Plan election percentage (not to exceed 10%) times 50%,
less the employer contribution made to the Participant's Savings Plan account
for the month.

4.03 Textron shall, in each calendar quarter, credit Supplemental Shares to a
Participant's supplemental savings 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 supplemental savings 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.

4.04 Amounts in the fixed income account shall earn the same rate of interest
that is earned under the Savings Plan fixed income account, or as determined by
the Benefits Committee.

4.05 A Participant who has terminated her Textron employment may, after a period
of 30 days, subject to the provisions of Section 16 of the Securities Exchange
Act of 1934, once each calendar quarter, elect to transfer, in 10% increments,
effective the first calendar day of the month following the minimum notice of
three business days, any amount in her supplemental savings account to her fixed
income account. The cash value transferred will be determined by multiplying the
current value of Textron common stock by the number of whole and fractional
Supplemental Shares in her supplemental savings account as of the end of the
month in which the election is made times the percentage being transferred. If
any portion of a Participant's accounts under the Savings Plan shall be
forfeited, a proportionate part of the Participant's Supplemental Shares also
shall be forfeited. The current value of a share of Textron common stock at 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.

4.06 The number of Supplemental Shares credited to a Participant's account under
this Article IV 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 Supplemental Shares were
actually shares of Textron common stock.

ARTICLE V -- SUPPLEMENTAL INCLUDED PLAN BENEFITS

5.01 The Management Committee may cause this Plan to provide supplemental
benefits on account of an Included Plan by adopting a Schedule to this Plan. The
Schedule shall specify any special terms or conditions upon which the
supplemental benefits shall be provided. Except as specifically provided in a
Schedule, all of the terms and conditions of this Plan shall apply to the
Included Plan.

ARTICLE VI -- UNFUNDED PLAN

6.01 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
<PAGE>
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.

6.02 This Plan is intended in part to provide benefits for a select group of
management employees who are highly compensated, pursuant to Section 110 of
ERISA and Labor Department Regulations Section 2520.104-23, and in part to be an
excess benefit plan, pursuant to Section 3(36) of ERISA.

6.03 No Participant shall be required or permitted to make contributions to this
Plan.

ARTICLE VII -- PLAN ADMINISTRATION

7.01 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.
Textron may from time to time establish rules for the administration of this
Plan and the transaction of its business. Subject to Section 7.05, 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.

7.02(a) The payment of any benefit under Article III or the distribution of any
account under Article IV or Article V shall be made at the same time, in the
same manner, to the same persons and in the same proportions, as is made the
payment or distribution under the related Pension Plan or Savings Plan, or
otherwise as determined by the Benefits Committee in its sole discretion.
However, if a Participant's supplemental savings account contains 50
Supplemental Shares or less at termination, such Participant's supplemental
savings account shall be paid in a single sum. Textron may withhold from
benefits and accounts under this Plan, any taxes or other amounts required by
law to be withheld. Notwithstanding any provision to the contrary, no benefit
shall be paid to any Participant while employed by Textron.

(b) Notwithstanding Section 7.02(a), each benefit then computed under Article
III and each amount then credited to the accounts under Article IV and Article V
shall become due and payable to the respective Participants and beneficiaries
immediately upon a Change in Control as defined in Section 8.03. For purposes of
Section 7.02, the present value of a benefit computed under Article III shall be
based on the appropriate actuarial assumptions and factors set forth in the
related Pension Plan or Savings Plan and, if no interest rate assumption has
been set forth for any purpose, an interest rate of six percent per year.

7.03 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 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.
<PAGE>
7.04 Textron may require proof of death or total disability of any Participant,
former Participant or beneficiary and evidence of the right of any person to
receive any Plan benefit.

7.05 Claims under this Plan shall be filed in writing with Textron. If a claim
is denied wholly or in part, it shall be denied within a reasonable time after
its filing in a writing delivered to the claimant with the reasons for the
denial, citations to pertinent provisions of the Plan, a description of any
additional material or information to be furnished by the claimant and the
reasons therefor and an explanation of the Plan's claim review procedure. If the
claimant wishes further consideration of his claim, he or his authorized
representative shall submit to Textron, within 90 days after his claim has been
denied, a written request for reconsideration. Such claimant or his authorized
representative may review pertinent documents and submit issues and comments in
writing. Within 60 days after receiving the request for reconsideration (120
days if additional time is required), Textron shall communicate its decision to
the claimant in writing, stating the reasons for its decision and referring to
pertinent Plan provisions.

ARTICLE VIII -- MISCELLANEOUS

8.01 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.

8.02 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 unless specifically approved in writing in advance by the Benefits
Committee or its designee. Any attempt to alienate, sell, transfer, assign,
pledge or otherwise encumber any such benefit, whether presently or subsequently
payable, shall be void unless so approved. Except as required by 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.

8.03 Notwithstanding any Plan 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 an amount payable under Article III or credited to any
supplemental account under Article IV or Article V of this Plan immediately
before the effective date of the amendment, modification, suspension or
termination; or

(b) Shall be made to Section 7.02 or 8.03 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 at the Bankers Trust Company prime interest rate on any money award or
judgment obtained by the Participant or beneficiary.

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
<PAGE>
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 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.

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

8.05 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.

8.06 Textron, the Chief Executive Officer and the Chief Human Resources Officer,
and the Benefits Committee may impose such other lawful terms and conditions on
participation in this Plan as deemed desirable. The Chief Executive Officer, the
Chief Human Resources Officer and members of the Benefits Committee may
participate in this Plan.
<PAGE>
                         SUPPLEMENTAL BENEFITS PLAN FOR
                             TEXTRON KEY EXECUTIVES
                           (EFFECTIVE JANUARY 1, 2002)

                                 FIRST AMENDMENT

Pursuant to Section 8.03 of the Supplemental Benefits Plan for Textron Key
Executives (Restated, effective January 1, 2002) (the "Plan"), Textron Inc.
hereby amends the Plan, effective May 1, 2003, as follows:

      Section 4.02 of The Supplemental Savings Plan is hereby amended by adding
to the end of said Section the following:

      "The final Textron credit under the provisions of this paragraph shall be
made as of April 30, 2003."

      IN WITNESS WHEREOF, Textron Inc. has caused this First Amendment to
be executed by its duly authorized officer to be effective as of May 1,
2003.

                                    TEXTRON INC.


                                    By: ______________________________
                                        George E. Metzger
                                        Vice President Human Resources
                                        and Benefits
<PAGE>
                         SUPPLEMENTAL BENEFITS PLAN FOR
                             TEXTRON KEY EXECUTIVES
                           (EFFECTIVE JANUARY 1, 2002)

                                SECOND AMENDMENT

Pursuant to Section 8.03 of the Supplemental Benefits Plan for Textron Key
Executives (Restated, effective January 1, 2002) (the "Plan"), Textron Inc.
hereby amends the Plan, effective January 1, 2004, as follows:

      Section 4.02 of The Supplemental Savings Plan is hereby amended by
deleting from the end of said Section the following:

      "The final Textron credit under the provisions of this paragraph shall be
made as of April 30, 2003."

      IN WITNESS WHEREOF, Textron Inc. has caused this Second Amendment
to be executed by its duly authorized officer to be effective as of
January 1, 2004.

                                    TEXTRON INC.


                                    By: ______________________________
                                        George E. Metzger
                                        Vice President Human Resources
                                        and Benefits