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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): September 22, 2005

 

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RAYTHEON COMPANY

(Exact name of registrant as specified in its charter)

 

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Delaware		1-13699		95-1778500
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

870 Winter Street Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (781) 522-3000

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

Board of Directors Compensation

 

Effective September 22, 2005, the Board of Directors of Raytheon Company (the “Company”), upon the recommendation of the Management Development and Compensation Committee of the Board, approved an increase in the annual retainer for non-employee directors from $100,000 to $140,000 per year. The retainer consists of (i) cash in the amount of $60,000 (increased from $40,000) and (ii) a grant of restricted stock with a value of $80,000 (increased from $60,000). A Summary of Non-Employee Director Compensation is attached hereto as Exhibit 10.1.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(c) Exhibits

 

Exhibit 10.1		Summary of Non-Employee Director Compensation

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 26, 2005