X0201 42003-07-24 0000217346 TEXTRON INC TXT 0001227228 HOWELL MARY L TEXTRON INC. 1101 PENNSYLVANIA AVENUE, NW, SUITE 400 WASHINGTON 20004 0100Executive Vice PresidentPhantom Stock02003-07-244D0500040.807DCommon500020000DConverts to Common Stock on a 1-for-1 basisThe phantom stock vests in five installments of 5,000 units on each of July 10, 2003, July 10, 2004, July 10, 2005, July 10, 2006 and July 10, 2007. 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. Average of the closing price of Textron Common Stock for the ten trading days ending July 24, 2003.Ann T. Willaman, by power of attorney2003-07-28