CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
Raytheon Company, a corporation organized under the Delaware General Corporation Law, does hereby certify as
VOTED: To delete Article V of the Restated Certificate of Incorporation, as amended, in its entirety and substitute in
lieu thereof the following:
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly
called annual or special meeting of such holders and may not be effected by any consent in writing by such
holders. Except as otherwise required by law and subject to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of
stockholders of the Corporation for any purpose or purposes may be called only (i) by the Board pursuant to a
resolution stating the purpose or purposes thereof approved by a majority of the total number of directors
which the Corporation would have if there were no vacancies (the “Whole Board”), (ii) by the Chairman of the
Board, or (iii) pursuant to the written request of the holders of not less than twenty-five percent (25%) of the
outstanding shares of the Corporation’s voting capital stock, as specified in and subject to the provisions and
conditions of the Corporation’s By-Laws. No business other than that stated in the notice shall be transacted
at any special meeting.
The name of the corporation (the “Corporation”) is Raytheon Company.
The Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of
Delaware on April 2, 2002 and was amended on May 5, 2005.
That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth the
following proposed amendment to the Restated Certificate of Incorporation, as amended, of said Corporation,