THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Raytheon Company (RTN)

3/29/2006 Proxy Information

We do not currently provide personal loans to our executive officers or directors. The following disclosure describes a loan made prior to the Sarbanes-Oxley Act of 2002. In 1999, we provided William H. Swanson an interest-free loan of $1,000,000 to assist him in his relocation from Washington, D.C. to California. The loan was secured by a mortgage on Mr. Swanson’s home. In connection with the reorganization of our defense businesses, Mr. Swanson subsequently relocated from California to Massachusetts and the loan became secured by a mortgage on Mr. Swanson’s Massachusetts home. The highest amount outstanding during 2005 was $725,000 and the balance as of the date of publication of this proxy statement was $525,000.

In January 1999, we converted our payroll system from a monthly to a bi-weekly pay cycle. In connection with the conversion, all employees at that time effectively received a two-week pay advance. The outstanding pay advance for William H. Swanson, Jack R. Kelble and Louise L. Francesconi was $12,082, $6,210 and $6,154, respectively. These pay advances were paid in full in March 2005.

Erik Daniel Smith, the son of Daniel Smith, President of our Integrated Defense Systems business unit, is an employee of the Company. During 2005, Erik Smith received cash compensation of approximately $75,000. Todd Keebaugh, the son of Michael Keebaugh, President of our Intelligence and Information Systems business unit, was an employee of the Company through June 2005. Todd Keebaugh received cash compensation of approximately $107,000 with respect to his employment during that period.

3/24/2005 Proxy Information

The Company does not currently provide personal loans to its executive officers or directors. The following disclosure describes loans made by the Company to executive officers prior to the Sarbanes-Oxley Act of 2002.

In 1998, the Company provided Jack R. Kelble, President of the Company’s Space and Airborne Systems unit, an interest-free loan of $500,000 to assist him in his relocation from Massachusetts to California. This loan was secured by a second mortgage on Mr. Kelble’s home. The highest outstanding balance during 2004 was $420,000. Mr. Kelble paid the loan in full in February 2004.

In 1999, the Company provided Mr. Swanson an interest-free loan of $1,000,000 to assist him in his relocation from Washington, D.C. to California. The loan was secured by a mortgage on Mr. Swanson’s home. In connection with the reorganization of the Company’s defense businesses, Mr. Swanson relocated from California to Massachusetts and the loan became secured by a mortgage on Mr. Swanson’s Massachusetts home. The highest amount outstanding during 2004 was $810,000 and the balance as of the date of publication of this proxy statement was $630,000.

In 2001, the Company provided Gregory S. Shelton, Vice President—Engineering and Technology, an interest-free loan of $350,000 to assist him in his relocation from Arizona to Massachusetts. This loan was secured by a second mortgage on Mr. Shelton’s home. The highest outstanding balance during 2004 was $350,000. Mr. Shelton paid the loan in full in November 2004.

In January 1999, the Company converted its payroll system from a monthly to a bi-weekly pay cycle. In connection with the conversion, all employees at that time effectively received a two-week pay advance. As of December 31, 2004, the outstanding pay advance for each of Messrs. Swanson, Kelble and Shelton and Louise L. Francesconi was $12,082, $6,210, $3,702 and $6,154, respectively. These pay advances were paid in full in March 2005.

3/26/2004 Proxy Information

John H. Tilelli is the President and Chief Operating Officer of Cypress International Inc., a firm that provides consulting services to the Company.

The Company currently does not provide personal loans to its executive officers or directors. The following disclosure describes loans made by the Company to executive officers prior to the Sarbanes-Oxley Act. More information regarding pre-Sarbanes loans and advances to our executive officers may be found on page 19 in footnote 5 to the Summary Compensation Table.

In 2001, the Company provided Gregory S. Shelton an interest-free loan of $350,000 to assist him in his relocation from Arizona to Massachusetts. This loan is secured by a second mortgage on Mr. Shelton’s home. As of December 31, 2003, the outstanding amount of the loan was $350,000.

In February 2003, the Company provided Daniel L. Smith an interest-free loan of $75,000 to assist him in his relocation from Rhode Island to Massachusetts. In April 2003, Mr. Smith paid this loan in full. Subsequent to the repayment of this loan, Mr. Smith became an executive officer of the Company.

The outstanding loan balances for each of Messrs. Shelton and Smith as of December 31, 2003 also include a two-week pay advance made to all employees in connection with the conversion of the Company’s payroll systems in January 1999 from a monthly to a bi-weekly pay cycle. Upon termination from the Company, the advance will be recovered from the last paycheck issued to each of the referenced officers. As of December 31, 2003, the outstanding balance for each advance was $3,702 and $3,558, respectively.

Mr. Warren B. Rudman is and has been affiliated with a law firm that has provided legal services to the Company. During 2003, the firm did not provide any legal services to the Company, and the Company does not intend to engage the firm to provide legal services in the future. Also, commencing as of January 1, 2003, Mr. Rudman’s status with the law firm is of counsel, which means that he no longer has an equity interest in the law firm.

Daniel P. Burnham retired as Chairman of Raytheon Company in January 2004 and served as Chief Executive Officer from July 1999 until July 2003.

3/28/2003 Proxy Information

During 2002, the Company retained the law firm of Paul, Weiss, Rifkind, Wharton & Garrison for various legal services. Warren B. Rudman, a director of the Company, was a member of this firm until December 31, 2002. As of January 1, 2003, Mr. Rudman is of counsel to this firm.

In August 2001, the Company provided Gregory Shelton, Vice President of Engineering and Technology, an interest-free loan in the original principal amount of $350,000 to assist him in his relocation from Arizona to Massachusetts. This loan is secured by a second mortgage on Mr. Shelton's home. As of December 31, 2002, the outstanding amount of the loan was $350,000. In December 1998, the Company provided Jack Kelble, a vice president of the Company and the President of the Company's Space and Airborne Systems segment, an interest-free loan in the original principal amount of $500,000, to assist him in his relocation from Massachusetts to California. This loan is secured by a second mortgage on Mr. Kelble's home. As of December 31, 2002, the outstanding balance was $440,000.

Prior to enactment of the Sarbanes-Oxley Act of 2002, the Company made advances to its executives with respect to taxes on imputed income events such as personal use of company cars, financial planning services and vesting of certain equity compensation. These advances were recovered in full from the executive over the next several pay periods following the advance. The largest aggregate amount during 2002 for each of Messrs. Shelton and Kelble was $6,158.53 and $8,940.16, respectively. As of December 31, 2002, the outstanding balance for each of these advances was $3,702.00 and $6,210.00, respectively. The outstanding balances for Messrs. Shelton and Kelble as of December 31, 2002 were solely attributable to a two-week pay advance made to all employees in connection with the conversion of the Company's payroll systems in January 1999 from a monthly to a bi-weekly pay cycle. Upon termination from the Company, the advance will be recovered from the last paycheck issued to each of Messrs. Shelton and Kelble. As of July 30, 2002, the date of enactment of the Sarbanes-Oxley Act of 2002, the Company no longer provides extensions of credit in the form of personal loans to its executive officers or directors.