AMENDMENT TO THE TRANSITION AGREEMENT



 EXHIBIT 10.1 
  

	 


	  	 Keith J. Peden
 Senior Vice President                        
 Human Resources
 781.860.2380
 781.860.2912
fax
	  	 Raytheon Company
 Executive Offices
 141 Spring Street
 Lexington, Massachusetts
 02421 USA


  
 September 24, 2003 
  
 Mr. Francis S.
Marchilena 
  
 Re:    Transition
Agreement 
  
 Dear Frank: 
  
 Please accept this letter confirming the understandings we have reached with
respect to: (i) the lapse of restrictions on 20,146 shares of performance-based restricted stock; (ii) the lapse of restrictions on 50,000 shares of restricted stock that you have deferred into a trust at Mellon Bank; and (iii) your resignation as
an officer and/or director of the companies set forth on Attachment A hereto. 
  

	 	1.	Lapse of Restrictions on Performance-Based Restricted Stock: Subject to the approval of the Management Development and Compensation Committee of the Board of Directors of the
Company (the “MDCC”), the Company will recognize that the performance goals related to the lapsing of restrictions on 20,146 shares of restricted stock have been met and the restrictions on such shares shall lapse on September 24, 2003.
You have requested to use shares to satisfy any tax obligation that may arise when these shares vest on September 24, 2003. 

  

	 	2.	Lapse of Restrictions on Deferred and Unvested Shares in Mellon Trust: You have elected to defer certain shares of restricted stock into a trust at Mellon Bank. Fifty
thousand shares of such award remain unvested as of the date hereof. Twenty-five thousand shares of such award are scheduled to vest on January 26, 2004 in accordance with the vesting schedule established on the date of grant. As approved by the
MDCC, the remaining 25,000 shares will vest on September 30, 2005. 

  
  









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 Frank S. Marchilena 
 Transition Agreement 
  

	 	3.	Officer and Director Positions. You agree to resign, effective immediately, as an officer and/or director of the companies set forth on Attachment A hereto. You shall
execute and return a resignation letter as evidence thereof. 

  

	 	4.	Trading Window: You acknowledge that in the course of your responsibilities at the Company you may have come into contact with material non-public information and that you
may be considered an “insider” for securities law purposes. You further acknowledge that you will continue to be subject to the Company’s Insider Trading Policy and blackout periods and trading windows thereunder for three months
following your resignation as an executive officer of the Company. 

  

	 	5.	Pension: For purposes of calculation of your pension under the provisions of the Raytheon Company Pension Plan for Salaried Employees (“Plan”), you will receive age
and service recognition as if you were an active participant in the Plan through September 30, 2005. For the purpose of calculating your final average earnings under the Plan, you will be treated as continuing as an active participant through
September 30, 2005. 

  

	 	6.	Miscellaneous. This letter shall constitute an amendment to your Transition Agreement dated July 31, 2002 (including but not limited to paragraph 5 thereunder). Except as set
forth herein, all of the terms and conditions of your Transition Agreement shall remain in full force and effect and are hereby ratified and confirmed. To the extent that there are any inconsistent terms in your Transition Agreement and this
Agreement, the terms of this Agreement shall take precedence. 

  









 Page 3 
 Frank S. Marchilena 
 Transition Agreement 
  
 If you have any questions
regarding the above, please contact me at (781) 860-2380. 
  

	Sincerely,
	
	 /s/ Keith J. Peden

	

	 Keith J. Peden
 Senior Vice President, Human Resources



  

	 ACCEPTED:
	 	 	 	 
			
	 /s/ Francis S. Marchilena
	 	 	 	 Date: Oct. 22, 2003

	
	 	 	 	 
	 Francis S. Marchilena
	 	 	 	 

  









 Page 4 
 Frank S. Marchilena 
 Transition Agreement 
  
 Attachment A

  
 Directorships and Officerships as of September 24, 2003

  

	 Company

	  	 Title


		
	 Raytheon Canada Ltd.
	  	Director and Chairman
		
	 Raytheon Systems Ltd.
	  	Director
		
	 Thales-Raytheon Systems Company
 Limited
	  	Director
		
	 Thales-Raytheon Systems Company
 SAS
	  	Director
		
	 Raytheon Company
	  	 Executive Vice President
 Leader –
Discontinued Operations