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Raytheon Board of Directors Proposes Annual Election of Directors and Adopts Policy on Shareholder Rights Plans

    WALTHAM, Mass., Nov. 2  /PRNewswire-FirstCall/ -- Raytheon Company (NYSE:
RTN) announced today that the Company's Board of Directors has voted to submit
a proposal to shareholders that would eliminate the Company's classified Board
structure.  The Board also adopted a shareholder rights plan ("poison pill")
policy.

    "The Board of Directors believes that these steps are in the best interest
of our Company and its shareholders," said William H. Swanson, Raytheon
Chairman and CEO.  "We are committed to excellence in corporate governance and
believe these actions are in keeping with that commitment."

    Under the current classified Board structure, the Board is divided into
three classes.  Directors in each class are elected to a three-year term with
a third of the Board standing for election each year.  Shareholders will be
asked to vote on the Board's recommendation at the Company's 2005 Annual
Meeting scheduled for May 2005.  If shareholders approve the Board's
recommendation, the entire Board will stand for election each year, commencing
at the 2006 Annual Meeting.

    The Board also adopted a policy with respect to shareholder rights plans.
The Company previously terminated its shareholder rights plan effective March
1, 2004.  Under the terms of the policy, the Board has agreed to obtain
shareholder approval prior to adopting a shareholder rights plan unless the
Board, in the exercise of its fiduciary duties, determines that, under the
circumstances then existing, it would be in the best interest of the Company
and its shareholders to adopt a rights plan without prior shareholder
approval.  If a rights plan is adopted by the Board without prior shareholder
approval, the plan must provide that it shall expire within one year of
adoption unless ratified by shareholders.

    The shareholder rights plan policy has been incorporated into the
Company's Governance Principles which are posted on the Company's corporate
governance web site at http://www.raytheon.com/.  Please click on "About Us."

    Raytheon Company (NYSE: RTN), with 2003 sales of $18.1 billion, is an
industry leader in defense and government electronics, space, information
technology, technical services, and business and special mission aircraft.
With headquarters in Waltham, Mass., Raytheon employs 78,000 people worldwide.


  Contact:
   James Fetig
   781-522-5111


SOURCE: Raytheon Company

Web site:  http://www.raytheon.com/



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