TEXTRON INC — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2009-12-31

Reporting Person: HOWELL MARY L (Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-31	Common Stock	M	10493.8625	—	Acquired	56072.8625	Direct
2009-12-31	Common Stock	D	10493.8625	$18.81	Disposed	45579	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-31	Cash-Settled Restricted Stock Units	$0	M	10493.8625	Disposed		Common Stock (10493.8625)	Direct
2009-12-31	Cash-Settled Restricted Stock Units	$0	D	14573.1375	Disposed		Common Stock (14573.1375)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9590.038	Indirect
Common Stock	544	Indirect

Footnotes

F1: Date on which the value of the award was determined due to Reporting Person's December 31, 2009 termination date; the amount payable in settlement of the award will be paid, with interest, in 6 months.

F2: Each cash-settled restricted stock unit is valued upon vesting based upon the value of one (1) share of Textron Inc. Common Stock.

F3: These cash-settled restricted stock units vested on Reporting Person's December 31, 2009 termination date.

F4: These cash-settled restricted stock units were forfeited as a result of Reporting Person's December 31, 2009 termination date.