RaytheonThomas A. KennedyRaytheon CompanyChairman and CEO870 Winter Street781 ###-###-#### businessWaltham, Massachusetts781 ###-###-#### fax02451 ***@***

January 15, 2015

This Transition Agreement ("Agreement") confirms the understandings we have reached with respect to your retirement from employment with Raytheon Company.

1.Retirement Date: Your separation date from Raytheon will be June 30, 2015, with your retirement commencing July 1, 2015. During the period of employment from April 1, 2015 to June 30, 2015 you may continue to participate in professional related organizations of which you are a member with reasonable expenses provided by the Company to support such meeting activities.

$1,300,000. The payment will be made at the normal timeframe in 2015 that payment is made to all eligible employees. You will receive an RBI payment for 2015 of $800,000 to be paid June 30, 2015.

$1,000,000, awarded in March 2015 in conjunction with the Company's annual Restricted Stock Grants, subject to approval by the Raytheon Board of Directors. The Award of such Restricted Stock Units shall be subject to the terms of related Restricted Stock Unit Award Agreements and shall vest on the third anniversary of the award.

Treatment of your unvested restricted share awards will be according with the provisions of the Plan under which they were granted and the Grant Agreements. Restricted Shares, on which the restrictions have not lapsed as of the separation date, will be forfeited as of that date. In lieu thereof, subject to approval by the Board of Directors, a grant of new Restricted Stock Units of the same number of shares will be effective upon retirement with your commitment to support the General Counsel and Secretary leadership transition, acceptance of this Agreement, and the terms of the attached Restricted Stock Unit Agreement (Exhibit A). These Restricted Stock Units will vest in equal portions over two years in accordance with and subject to the terms and conditions of the attached Restricted Stock Unit Agreement.

6.Other Benefits: In addition to Senior Executive Life Insurance coverage, you are eligible for company sponsored retiree life insurance in the amount of $2,000. You are also eligible to receive a maximum of $12,000 per year for 3 years ($36,000) following retirement for financial services. A detailed retirement portfolio will be prepared for you to explain both your pension payout options and your healthcare options in retirement. The Human Resource organization is prepared to walk you through the detail and assist you with your transition of benefits.

8.Advisory Services: Between the dates of July 1, 2015 and December 31, 2015, at mutually agreed times, you will be available up to three days a month to provide Advisory Services on behalf of Raytheon Company at no additional compensation . Assignment of any Advisory Service responsibilities will be at the direction of the Raytheon Company Chief Executive Officer, with reasonable expenses and first class air travel provided by the Company to support any Advisory Service responsibilities.

10.Legal Proceedings: You agree that you will cooperate fully with the Company, regarding existing and future legal or administrative proceedings or asserted claims relating to events which occurred during your employment in which Raytheon is a party, and as to which you might in the Company's view have personal knowledge, including without limitation the execution of affidavits or other documents providing information requested by Raytheon Company.

11.Security Clearance: In the course of your employment at Raytheon, you may have come into possession of or exposure to matters due to your security clearance. The Company reminds you that disclosure of any information which came to you as a result of your security clearance, including work product, company plans and other matters, shall not be discussed or revealed in any way, except if required to do so pursuant to a proceeding instituted by an appropriate government agency or at the request of an authorized company agent. The Company shall continue to hold your DOD collateral TS security clearance as appropriate or until it is otherwise transferred to an appropriate sponsor.

12.Confidential and Proprietary Information: You agree to keep all confidential and proprietary information of the Company, its subsidiaries and affiliated companies, including joint venture partners, strictly confidential except to the extent disclosure is required by law or court order, and except to the extent that such confidential and proprietary information has become public through no fault of your own.

13.Ethics Compliance: You hereby represent and warrant that, to the best of your knowledge, you have complied in full with all Raytheon Company policies related to ethics, and have disclosed to the Company all matters which were required to be disclosed by said policies.

14.Confidentiality of This Agreement: Except as otherwise required by law or regulation, you agree to keep the terms and conditions of this Agreement confidential and will not disclose the terms hereof to anyone, except to immediate family members, tax accountants, lawyers, financial advisors, the Internal Revenue Service or any other taxing authority and/or others who have a reasonable need to know the terms hereof.

15.Insider Information: In the course of your responsibilities, you may constitute an "insider" for securities law purposes. We would like to remind you that any financial plan, program, estimate or

matter not readily available to the general public shall be kept in strictest confidence and may not be disclosed or discussed.

16.Non-Disparagement Agreement: You and Raytheon Company mutually agree not to disparage one another. Raytheon, its officers, directors and employees, and you shall have the right to make truthful responses to any charges, accusations or allegations, and no such response shall be considered a breach of this non-disparagement agreement.

17.Governing Law and Arbitration: This Agreement shall be governed by and construed and enforced in accordance with the laws of Massachusetts. Any dispute arising under this Agreement shall be settled exclusively through arbitration. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association before a single arbitrator in the city to be determined by mutual agreement. The decision of the arbitrator shall be final and binding on both parties. Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.

You understand that, if you elect to revoke the Release attached hereto within seven (7) days after its execution, this Letter Agreement shall be null and void and each party will have all rights and obligations afforded them under the law as if this Letter Agreement had not been signed by the parties and as if the Release had never been signed by you. You agree, in the event of revocation of the Release, to immediately return any consideration received in support of said Release.

This Agreement shall be binding upon and inure to the benefit of you and Raytheon Company and each of your respective successors and assigns.

This Agreement sets forth the entire agreement and understandings of the parties and supersedes all previous discussions, commitments or agreements.

I agree to accept the benefits and payments set forth in the Transition Agreement dated, January 15, 2015, as full satisfaction in all respects of any and all obligations of any kind which might otherwise be due me from Raytheon Company. I hereby specifically waive, remise, release and forever discharge Raytheon Company, its affiliates, subsidiaries, directors, officers, employees, agents and successors (hereinafter referred to as "Raytheon") from all manner of claims, liabilities, demands and causes of action, know or unknown, fixed or contingent, which I may have or claim to have against Raytheon as a result of my employment and the termination thereof, and do hereby covenant not to file or commence a lawsuit against Raytheon to assert any such claims. I understand that this General Release encompasses all claims arising under federal, state or local law, including but not limited to claims arising under any theory of wrongful discharge. This General Release is binding upon my successors, heirs, executors and administrators, but does not waive any rights or claims unrelated to this Agreement or my employment with Raytheon Company, and which occur subsequent to the date of my separation from Raytheon Company and the date this General Release is executed.

I have read carefully and fully understand all the provisions of this General Release. I understand that I may consult with an attorney before executing this General Release. I acknowledge that this General Release sets forth the entire agreement between me and Raytheon with respect to additional consideration being provided to me and that I have not relied upon any representation or statement, written or oral, not set forth in this document.

This Restricted Stock Unit Award Agreement, dated as of June 30, 2015 (the "Award Date") is between Raytheon Company (the "Company"), and Jay B. Stephens, an employee of the Company or one of its Affiliates ("you").

The Company hereby awards you the number of restricted stock units ("Units") set forth below, with respect to its common stock, par value $0.01 per share (the "Stock"), subject to the terms and conditions of the Raytheon 2010 Stock Plan (the "Plan") and the vesting and other provisions of this Agreement. Subject to the provisions hereof, each Unit represents the right to receive one share of Stock (a "Share") plus additional cash payments in lieu of dividends as described in Section 6 below.

Acceptance of this Award Agreement must be made only by you personally or by a person acting pursuant to a power of attorney in the event of your inability to acknowledge your acceptance due to your disability or deployment in the Armed Forces (and not by your estate, your spouse or any other person). If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement by signing and returning a copy of it to: Raytheon Company, Executive Compensation, Attention: Nicole Wilson, 870 Winter Street. Waltham, MA 02451, in the enclosed self-addressed stamped envelope.

Assuming prompt and proper acknowledgement of your acceptance of this Award Agreement as described above, this Award will be effective as of the Award Date. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award and your agreement to be bound by the restrictions contained in Exhibit A attached hereto ("Post-Employment Conduct").

Subject to Sections 4, 5, and 8E below, if you are continuously employed by the Company or an Affiliate from the Award Date until the Vesting Date noted above, the Units associated with that Vesting Date shall vest and the restrictions on those Units shall lapse.

Notwithstanding anything herein to the contrary, if (i) on the Award Date you have attained at least the age of sixty (60) and have completed at least ten (10) years of service and (ii) you cease to be an employee of the Company or an Affiliate for any reason, other than for Cause, after the Award Date but prior to the end of the Restriction Period, you will continue to vest in your Units and receive dividend equivalents (as provided in Section 6 below) per the Vesting Schedule, as if you remained employed by the Company or an Affiliate until the end of the Restriction

Period.

Notwithstanding anything above to the contrary, the Units shall vest and restrictions on the Units shall lapse as follows:

The Company shall deliver to you evidence of ownership of the net number of Shares equal to the number of vested Units reduced by the number of Shares previously accelerated to pay taxes, if any, and the number of Shares necessary to satisfy tax withholding obligations, both as described in Section 8E below, as soon as practicable after the Vesting Date applicable to the Units or, if earlier, on your death or on any Change in Control which is a change of ownership or effective control of the Company or a change of ownership of a substantial portion of its assets, in each case, for purposes of Section 409A of the Code. For the avoidance of doubt, after a Change in Control occurs, such Units shall be considered vested and not subject to forfeiture hereunder. During any Restriction Period, unless otherwise forfeited, you shall be entitled to receive a cash payment in lieu of dividends on the number of Shares the Units covered by this Award represent, when, if and to the extent that the Board has approved a dividend for all Company common shareholders during any Restriction Period.

Except where prohibited by law, by accepting this Award, you agree to the Post-Employment Conduct restrictions contained in Exhibit A to this Award Agreement.

tax and income tax withholding attributable to the pyramiding of FICA tax and income tax withholding due to the foregoing payments.

The Post Employment Conduct Restrictions (the "Restrictions") attached as Exhibit A to the Restricted Stock Unit Award Agreement (the "Award Agreement") with an Award Date of June 30, 2015 are agreed to in consideration of, among other things, the grant of restricted stock units to Jay B. Stephens ("you"), under the Award Agreement pursuant to the Raytheon 20 I 0 Stock Plan (the "Plan"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Award Agreement or the Plan. The following terms as used herein shall mean:

Authorized Company Representative means the Company's Chief Executive Officer acting upon the advice and recommendation of the Company's General Counsel;

Restricted Activity means any activity (A) in which you contribute your knowledge, directly or indirectly, in whole or in part, as an employee, consultant, agent or director or any other similar capacity that, in any such case, involves or relates to products, services or solutions of a Restricted Business that, directly or indirectly, compete with those of the Company; or (B) that may require or involve disclosure of trade secrets, proprietary or confidential information; and

Restricted Business means any business enterprise that operates in one or more of the same markets as the Company including, but not limited to, the following companies: Alliant Techsystems Inc., BAE Systems Inc., The Boeing Company, EADS, Exelis Inc., General Dynamics Company, the Harris Company, Honeywell International Inc., L-3 Communications Company, Lockheed Martin Corporation, MBDA Incorporated, Northrop Grumman Company, Rockwell Collins, Inc., SAIC, Thales, United Technologies Company.

1.Consideration and Acknowledgement. You acknowledge and agree that the benefits and compensation opportunities being made available to you under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to you in connection with your employment by the Company or an Affiliate and that the continued vesting of the Award under Sections 4 and 5 of the Award Agreement is expressly made contingent upon your agreements with the Company set forth in these Restrictions. You acknowledge that the scope and duration of the Restrictions are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to you under the Award Agreement. You further acknowledge and agree that as a result of the positions you hold with the Company and the access to and extensive knowledge of the Company's confidential or proprietary information, employees, suppliers and customers, the Restrictions are reasonably required for the protection of the Company's legitimate business interests.

(a)Covenant Not To Compete - Without the prior written consent of an Authorized Company Representative, you agree that during any Restriction Period following cessation of employment you will not engage in any Restricted Activity for any: (i) Restricted Business; (ii) entity directly or indirectly controlling, controlled by, or under common control with a Restricted Business; and (iii) successor to all or part of the business of any Restricted Business as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, or similar transaction.

(b)Non-Solicit - Without the prior written consent of an Authorized Company Representative, you agree that during any Restriction Period following cessation of employment you will not (i) interfere with any contractual relationship between the Company or an Affiliate and any customer of, supplier or distributor to, or manufacturer for the Company or an Affiliate to the detriment of the Company or an Affiliate or (ii) induce

or attempt to induce any person who is an employee of the Company or an Affiliate to perform work or services for any entity other than the Company or an Affiliate.

(c)Protection of Confidential and Proprietary Information - You agree to keep all confidential and

proprietary information of the Company and its Affiliates, including joint venture partners, strictly confidential except to the extent disclosure is required by law or court order, and except to the extent that such confidential and proprietary information has become public through no fault of your own.

(d)Cooperation in Litigation and Investigations - Following the date on which you cease to be an employee of the Company or an Affiliate, you agree, to the extent reasonably requested, to cooperate with the Company in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Company or Affiliates is a party or is required or requested to provide testimony and regarding which, as a result of your employment with the Company or an Affiliate, you reasonably could be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of these Restrictions, nothing in these Restrictions shall affect your obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court.

3.Annual Validation of Compliance. You acknowledge and agree that you shall confirm in writing to the Company, prior to each annual vesting date provided in Section 1 of the Award Agreement, your compliance with the restrictions set forth in Section 2 hereof. Failure to provide such annual written confirmation may result in the forfeiture of any unvested Units.

5.Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of these Restrictions shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of these Restrictions is adjudicated to be invalid or unenforceable, the Award Agreement shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made.