TEXTRON INC — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2011-03-01

Reporting Person: ODONNELL TERRENCE (EVP, General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	A	14214	—	Acquired	57410	Direct
2011-03-01	Common Stock	M	8395	—	Acquired	65805	Direct
2011-03-01	Common Stock	D	8395	$26.25	Disposed	57410	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Employee Stock Option (Right to Buy)	$26.25	A	37744	Acquired	2021-02-28	Common Stock (37744)	Direct
2011-03-01	Cash-Settled Restricted Stock Units	$0	M	5014	Disposed		Common Stock (5014)	Direct
2011-03-01	Cash-Settled Restricted Stock Units	$0	M	3381	Disposed		Common Stock (3381)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14241.39	Indirect

Footnotes

F1: The option vests in three (3) equal annual installments, beginning on March 1, 2012.

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, 2010.

F5: Payable in cash in five (5) equal annual installments, beginning on March 1, 2011.