Exhibit 10




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%

	
      61
	
      80%

	
      60
	
      60%

	
      59
	
      40%





  
    Notwithstanding anything contained in this Agreement or in the SERP to
    the contrary, to, and only to, the extent required by Section 409A of the
    Code, in no event shall benefit payments to the Executive under the SERP
    commence before the date which is six (6) months after the date of the
    Executive's separation from service (or, if earlier, the date of
    death of the Executive).

  



            II.     Section 3 of the
Employment Agreement is amended by adding the following new Section 3.9 at the
end thereof:


  
        
        3.9     Performance
        Bonus. The Company shall pay the Executive a lump sum cash payment
        equal to $2,500,000 (the "Performance Bonus") within ten (10)
        days after satisfaction of the following: (i) the Executive's
        attainment of age sixty five (65) or his earlier termination as a result
        of a termination by the Company without Cause or by the Executive for
        Good Reason (a "Protected Termination"); (ii) earnings per
        share growth of the Company at a cumulative annual average of at least
        10% over the three (3) year period commencing January 1, 2009 and ending
        December 31, 2011, as reported in the Company's audited
        financial statements (or, in the case of a Protected Termination,
        through the date of termination if after January 1, 2009, and without
        any requirement (but subject to pro-ration in accordance with
        the next paragraph as if the Executive's date of termination was
        his date of death) if before January 1, 2009); and (iii) if the
        Executive's employment terminated as a result of the
        Executive's voluntary retirement (other than for Good Reason),
        the prior designation of a successor Chief Executive Officer.

        If the Executive's employment is terminated as a result of
        his death or Disability, within ten (10) days after such termination the
        Company shall pay the Executive a lump sum cash payment equal to the
        Performance Bonus multiplied by a fraction, the numerator of which is
        the number of days the Executive was employed by the Company since May
        1, 2005, and the denominator of which is the number of days between May
        1, 2005 and the Executive's sixty-fifth (65th)
        birthday.

        The Performance Bonus shall not be considered in determining any
        benefits payable to the Executive under the SERP or any other retirement
        plan maintained by the Company.

  



        III.     Sections 6.1, 6.2 and
6.3 of the Employment Agreement are amended by adding the following new
subsection at the end of each such section:


  
    
      
        The Executive shall be entitled to the Performance Bonus, subject to,
        and in accordance with, Section 3.9 of this Agreement.

      

    

  



       IV.     Section 6.3(e) of the
Employment Agreement is amended by adding the following parenthetical after the
phrase "years of service":


  
    
      
        (including in the case of the SERP, age as if such service was
        completed)

      

    

  



        V.     Section 13 of the
Employment Agreement is amended by adding the following new Section 13.8 at the
end thereof:


  
        
        13.8     Section 409A.
        Any provision in this Agreement that is inconsistent with the
        requirements of Section 409A of the Code, including the timing of any
        payment, shall be deemed to be amended to comply with Section 409A of
        the Code in the manner most favorable to the Executive (other than the
        requirement to pay a lump sum if a lump sum is not otherwise provided
        for in the applicable plan or document).

  



        VI. The Employment
Agreement, as amended herein, shall remain in full force and effect.


        IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
by its duly authorized officer and the Executive has hereunto set his hand as of
the date first above written.

 


  
	 	
      TEXTRON INC.

	 	 
	 	
      By: s/John D. Butler

	 	
      Name: John D. Butler

	 	
      Title: Executive Vice President Administration and Chief Human
      Resources Officer

	 	 
	 	 
	 	
      EXECUTIVE

	 	 
	 	
      s/Lewis B. Campbell

	 	
      Lewis B. Campbell