Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(d) Election of Director

On July 29, 2009, the Board of Directors of Raytheon Company elected Stephen J. Hadley as an independent director effective immediately with a term expiring at the annual meeting of stockholders in 2010. At the time of his election, the Board did not appoint Mr. Hadley to any of its standing committees. A copy of the Company's press release issued on July 30, 2009 regarding Mr. Hadley's election is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated herein by reference.

The election of Mr. Hadley was not pursuant to any arrangement or understanding between Mr. Hadley and any third party. As of the date of this report, neither Mr. Hadley nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

Mr. Hadley will be compensated consistent with the compensation programs for non-employee directors. Upon his election to the Board, he was awarded $110,000 of restricted stock pursuant to the 1997 Nonemployee Directors Stock Plan which stock is due to vest on the date of the 2010 annual meeting of stockholders.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued by Raytheon Company dated July 30, 2009.

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