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PROPOSAL 3:
ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

(Item No. 3 on the Proxy Card)

The Board is asking for an advisory vote by our shareholders on whether an advisory vote on executive compensation of the type set forth on page 26, which has been included in Raytheon’s annual meeting proxy each year since 2011, should in the future be presented for a shareholder vote every one, two or three years. In the only previous shareholder vote on frequency in 2011, 86.19% of voting shareholders supported an advisory vote on executive compensation every year, as recommended by the Board.

The Board continues to believe that an advisory vote on executive compensation every year would be in the best interests of Raytheon and its shareholders for a number of reasons. First, we have learned during Raytheon’s extensive annual investor outreach efforts that our shareholders continue to support and appreciate the annual advisory vote. Second, the annual vote, together with Raytheon’s shareholder outreach activities, provides the MDCC and the Board with timely valuable insight into whether shareholders generally believe the compensation program is structured properly or needs adjustment. Third, the annual vote prompts shareholders to review and evaluate Raytheon’s compensation philosophy, policies and practices each year, and provides a mechanism to voice their reaction. It will also help guide communications with shareholders in Raytheon’s ongoing efforts to identify and address concerns — whether on executive compensation or otherwise. An advisory vote that is less frequent could mean delay in identifying and addressing shareholder concerns.

We believe an annual vote would be most consistent with the Board’s approach to corporate governance. Raytheon has in recent years taken a number of steps that promote access and accountability. The Board has proactively established mechanisms by which shareholders may include nominees in the annual meeting proxy materials (proxy access), call special meetings of shareholders, and act by written consent. An advisory vote on executive compensation annually, as opposed to every two to three years, will most effectively complement these measures in line with the Board’s philosophy.

Finally, an advisory vote on executive compensation each year is consistent with Raytheon’s practice of placing all directors up for election annually and the annual ratification of the independent outside auditor.



FOR
The Board unanimously recommends an ANNUAL advisory vote on executive compensation. Proxies solicited by the Board will be voted for an annual advisory vote unless shareholders specify otherwise in their proxies.
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