TEXTRON INC — Director's Dealing 2010

Mar 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2010-03-01

Reporting Person: YATES RICHARD L (Sr. VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-01	Common Stock	F	1320	$20.21	Disposed	14843.7477	Direct
2010-03-01	Common Stock	M	14831	—	Acquired	29674.7477	Direct
2010-03-01	Common Stock	D	14831	$20.21	Disposed	14843.7477	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-01	Employee Stock Option (Right to Buy)	$20.21	A	35636	Acquired	2020-02-29	Common Stock (35636)	Direct
2010-03-01	Cash-Settled Restricted Stock Units	$0	A	12507	Acquired		Common Stock (12507)	Direct
2010-03-01	Cash-Settled Restricted Stock Units	$0	M	3734	Disposed		Common Stock (3734)	Direct
2010-03-01	Cash-Settled Restricted Stock Units	$0	M	11097	Disposed		Common Stock (11097)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5476.269	Indirect
Common Stock	197.9	Indirect

Footnotes

F1: The option vests in three (3) equal annual installments, beginning on March 1, 2011.

F2: Issued pursuant to the Textron 2007 Long-Term Incentive Plan.

F3: Each cash-settled restricted stock unit is valued upon vesting based upon the value of one (1) share of Textron Inc. Common Stock.

F4: Payable in cash in five (5) equal annual installments, beginning on March 1, 2011.

F5: Payable in cash in five (5) equal annual installments, beginning on March 1, 2010.

F6: Payable in cash in three (3) equal annual installments, beginning on March 1, 2010.