The Governance and Nominating Committee reviews and reports to the board periodically on matters of corporate governance. The Committee shall develop and recommend a set of corporate governance principles (the Governance Principles) and review the effectiveness of the Governance Principles periodically and recommend proposed revisions to the board. The Committee reviews, monitors and recommends to the board the size and composition of the board of directors and the committees of the board and assists the board in identifying qualified individuals to become board members.

Committee Membership
The Committee shall consist solely of independent directors as defined in the Principles.

Committee Authority and Responsibilities
The Committee meets quarterly or more frequently as needed. The Committee may invite to its meetings any director, officer of the Company or such other person as it deems appropriate in order to assist it in performing its responsibilities. The Committee reports its actions and recommendations to the board of directors. The Committee may form and delegate authority to subcommittees when appropriate.

The Committee shall have the following powers and responsibilities:
1. Review policies and practices of the Company and monitor compliance in areas of corporate governance and report and make recommendations to the board with respect to such policies and practices.

2. Identify and bring to the attention of the board current and emerging corporate governance trends and issues that may affect the business operations, performance or public image of the Company.

3. Review and make recommendations to the board regarding the Company's responses to stockholder proposals.

4. Review periodically the Governance Principles and recommend changes to the board.

5. Review and oversee the board and board committee evaluation process.

6. Review periodically the structure, size, composition and operation of the board of directors and each committee of the board.

7. Adopt and review periodically the qualifications/criteria for the selection of directors and committee members.

8. Recommend qualified candidates for election to the board of directors in accordance with the qualifications/criteria adopted by the Committee.

9. As part of its director selection process, the Committee considers candidates from many sources, including nominees proposed by stockholders of the Company. Stockholders wishing to nominate a director candidate may do so by sending the candidate’s name, biographical information and qualifications to the Chair of the Committee care of the Corporate Secretary, Raytheon Company, 870 Winter Street, Waltham, MA 02451. All director nominations should be made in accordance with the provisions set forth in our Certificate of Incorporation and by-laws, which are published on the Company’s web site.

10. Review periodically the membership of each committee of the board and recommend committee assignments to the board, including rotation, reassignment or removal of any committee member.

11. Consider questions and make recommendations to the board regarding determinations of independence of the members of the board.

12. Oversee and review on a periodic basis the orientation program for new directors and the continuing education program for existing directors.

13. Retain and/or terminate outside advisors, including any search firm to be used to assist the Committee in identifying director candidates, and approve such advisors' or search firms' fees and other retention terms.

14. Review and reassess the adequacy of the Committee Charter periodically and recommend any proposed changes to the board for approval.

15. Review annually the Committee's own performance.

The Committee undertakes such additional activities within the scope of its primary functions as the Committee or the board may from time to time determine.

Revised January 2004