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TEXTRON INC Director's Dealing 2008

Feb 1, 2008

30438_dirs_2008-02-01_4e1fc13e-c6ba-419d-99bb-60edd40a439c.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: 2008-01-30

Reporting Person: CAMPBELL LEWIS B (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-01-30 Common Stock M 22000 Acquired 361720.4932 Direct
2008-01-30 Common Stock D 22000 $54.352 Disposed 339720.4932 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-30 Phantom Stock $0 M 22000 Disposed Common (22000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 19616.591 Indirect

Footnotes

F1: Reflects cash payout of 22,000 units of phantom stock payable in cash only.

F2: Includes 29,966.526 shares acquired pursuant to a dividend reinvestment feature of Reporting Person's Retention Award.

F3: Converts to the cash equivalent of Textron Common Stock on a 1-for-1 basis.

F4: The phantom stock vests in three equal installments on January 15, 2006, January 15, 2007 and January 15, 2008. The phantom stock is 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.