X0303 4 2010-01-14 0001047122 RAYTHEON CO/ RTN 0001199346 STEPHENS JAY B 870 WINTER STREET WALTHAM MA 02451 0 1 0 0 Sr. VP, GC & Secretary Common Stock 2010-01-14 4 M 0 20000 29.48 A 144716 D Common Stock 2010-01-14 4 S 0 20000 54.0081 D 124716 D Common Stock 86 I 401(k) Performance Stock Option 29.48 2010-01-14 4 M 0 20000 0 D 2007-09-19 2013-01-22 Common Stock 20000 9715 D The stock option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 25, 2009. The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $54.00 to $54.0251 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer upon request. The Reporting Person indirectly beneficially owns 86 shares of the Issuer's Common Stock based on funds in the Reporting Person's Savings and Investment Plan Account divided by $54.39, the closing price of the Issuer's Common Stock on January 14, 2010. The options became exercisable in three equal installments. The first installment became exercisable on December 2, 2004, upon the Issuer's Common Stock sustaining (for a period of twenty (20) trading days) a market price of at least $36.85 per share; the second installment became exercisable on September 13, 2006, upon the Issuer's Common Stock sustaining a market price of at least $46.063 per share; and the third installment became exercisable on September 19, 2007, upon the Issuer's Common Stock sustaining a market price of at least $57.578 per share. Dana Ng, Attorney-in-fact 2010-01-19