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TEXTRON INC Director's Dealing 2006

Feb 22, 2006

30438_dirs_2006-02-22_1b05ff6c-ff9b-4500-9624-1d3594ad9c6d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2006-01-25

Reporting Person: YATES RICHARD L (Senior VP and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-02-17 Common Stock M 1667 Acquired 8527 Direct
2006-02-17 Common Stock D 1667 $83.596 Disposed 6860 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-01-25 Phantom Stock $0 A 6000 Acquired Common Stock (6000) Direct
2006-02-17 Phantom Stock $0 M 1667 Disposed Common Stock (1667) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1515.007 Indirect
Common Stock 147.551 Indirect

Footnotes

F1: Converts to the cash equivalent of Textron Common Stock on a 1-for-1 basis.

F2: The phantom stock vests in three equal annual installments beginning on December 31, 2006. Vested shares of phantom stock are payable in cash only. Calculation of the per share price is based on an average of the closing price of Textron Common Stock on the first ten trading days following the vesting date.

F3: The phantom stock vests in three equal annual installments beginning on February 3, 2006. Vested shares of phantom stock are payable in cash only. Calculation of the per share price is based on an average of the closing price of Textron Common Stock on the first ten trading days following the vesting date.