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EXHIBIT LIST
2.1 Asset Purchase Agreement dated as of January 4, 1997
between Raytheon Company and Texas Instruments Incorporated,
heretfore filed as an exhibit to Former Raytheon's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 6, 1997, is hereby incorporated by
reference.
2.2 Agreement and Plan of Merger dated as of January 16, 1997 by
and between Raytheon Company and HE Holdings, Inc., filed as
an exhibit to Former Raytheon's Current Report on Form 8-K
filed with the Securities and Exchange Commission on January
17, 1997, is hereby incorporated by reference.
2.3 Implementation Agreement dated as of January 16, 1997 by and
between Raytheon Company and General Motors Corporation, filed
as an exhibit to Former Raytheon's Current Report on Form 8-K
filed with the Securities and Exchange Commission on January
17, 1997, is hereby incorporated by reference.
2.4 Hughes Spin-Off Separation Agreement dated as of December 17,
1997 by and between HE Holdings, Inc. and General Motors
Corporation filed as an exhibit to the Company's Registration
Statement on Form S-3, File No. 333-44321, is hereby
incorporated by reference.
3.1 Raytheon Company Restated Certificate of Incorporation,
restated as of February 11, 1998.*
3.2 Raytheon Company Amended and Restated By-Laws, as amended
through January 28, 1998.*
4.1 Indenture dated as of July 3, 1995 between Raytheon Company
and The Bank of New York, Trustee, filed as an exhibit to
Former Raytheon's Registration Statement on Form S-3, File No.
33-59241, is hereby incorporated by reference.
4.2 Supplemental Indenture dated as of December 17, 1997 between
Raytheon Company and The Bank of New York, Trustee.*
4.3 Rights Agreement dated as of December 15, 1997 between the
Company and State Street Bank and Trust Company, as Rights
Agent, filed as an exhibit to the Company's Registration
Statement on Form 8-A, File No. 1-13699, is hereby
incorporated by reference.
10.1 Raytheon Company 1976 Stock Option Plan, as amended, filed as
an exhibit to the Company's Registration Statement on Form
S-8, File No. 333-45629, is hereby incorporated by reference.
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10.2 Raytheon Company 1991 Stock Plan, as amended, filed as an
exhibit to the Company's Registration Statement on Form S-8,
File No. 333-45629, is hereby incorporated by reference.
10.3 Raytheon Company 1995 Stock Option Plan, filed as an exhibit
to the Company's Registration Statement on Form S-8, File No.
333-45629, is hereby incorporated by reference.
10.4 Plan for Granting Stock Options in Substitution for Stock
Options Granted by Texas Instruments Incorporated, filed as an
exhibit to the Company's Registration Statement on Form S-8,
File No. 333-45629, is hereby incorporated by reference.
10.5 Plan for Granting Stock Options in Substitution for Stock
Options Granted by Hughes Electronics Corporation, filed as an
exhibit to the Company's Registration Statement on Form S-8,
File No. 333-45629, is hereby incorporated by reference.
10.6 Raytheon Company 1997 Nonemployee Directors Restricted Stock
Plan, filed as an exhibit to the Company's Registration
Statement on Form S-8, File No. 333-45629, is hereby
incorporated by reference.
10.7 Raytheon Company Deferral Plan for Directors, filed as an
exhibit to Former Raytheon's Registration Statement on Form
S-8, File No. 333-22969, is hereby incorporated by reference.
10.8 Form of Raytheon Company Change in Control Severance
Agreement, filed as an exhibit to Former Raytheon's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996, is
hereby incorporated by reference. The Company has entered into
Change in Control Severance Agreements in the form of
Agreement filed as Exhibit 10.8 with each of the following
executives: Peter R. D'Angelo, Christoph L. Hoffmann, Charles
Q. Miller, Dennis J. Picard, William H. Swanson and Arthur E.
Wegner. The agreements are designed to provide the executive
with certain severance benefits following a termination, all
as more fully described in the form of Agreement. The Company
has also entered into Change in Control Severance Agreements
in the form of Agreement filed as Exhibit 10.8 with nineteen
other executives, but which are immaterial to the Company. The
agreements are designed to provide the executive with certain
severance benefits following a termination, all as more fully
described in the form of Agreement.
10.9 Restricted Unit Award Agreement between the Company and Dennis
J. Picard, filed as an exhibit to Former Raytheon's Quarterly
Report on Form 10-Q for the quarter ended June 29, 1997, is
hereby incorporated by reference.
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10.10 Form of HE Holdings, Inc. Executive Change in Control
Severance Agreement, filed as an exhibit to the Company's
Registration Statement on Form S-4, File No. 333-37223, is
incorporated herein by reference. HE Holdings has entered into
Executive Change in Control Severance Agreements in the form
of Agreement filed as Exhibit 10.10 with each of the following
executives: John C. Weaver, Barry L. Abrahams, Kenneth C.
Dahlberg, Gerald H. Putman, George E. Speake, William C.
Bowes, Louise L. Francesconi, Robert L. Horowitz, John T.
Kuelbs, Charles A. Leader, David L. McPherson, Charles S.
Ream, Terry Snyder, Donald R. Infante, Frederick C. McNutt,
David P. Molfenter and Jack O. Pearson. Such agreements are
designed to provide the executive with certain payments if
still employed by the Company at the end of the second and
third years after the Spin-Off Merger Effective Time, all as
more fully described in the form of Agreement.
10.11 Form of HE Holdings Executive Retention Agreement, filed as
an exhibit to the Company's Registration Statement on Form
S-4, File No. 333-37223, is incorporated herein by reference.
HE Holdings has entered into Executive Retention Agreements in
the form of Agreement filed as Exhibit 10.11 with each of the
following executives: John C. Weaver, Barry L. Abrahams,
Kenneth C. Dahlberg, Gerald H. Putman, George E. Speake,
William C. Bowes, Louise L. Francesconi, Robert L. Horowitz,
John T. Kuelbs, Charles A. Leader, David L. McPherson, Charles
S. Ream, Terry Snyder, Donald R. Infante, Frederick C. McNutt,
David P. Molfenter and Jack O. Pearson. Such agreements are
designed to provide the executive with certain payments if
still employed by the Company at the end of the second and
third years after the Spin-Off Merger Effective Time, all as
more fully described in the form of Agreement.
10.12 Form of HE Holdings, Inc. Executive Retention Agreement (filed
as an exhibit to the Company's Registration Statement on Form
S-4, File No. 333-37223, is incorporated herein by reference.
HE Holdings has entered into Executive Retention Agreements in
the form of Agreement filed as Exhibit 10.12 with 86 other of
its executives. The agreements are designed to provide the
executive with certain payments if still employed by the
Company at the end of the first and second years after the GM
Spin-Off Merger Effective Time, all as more fully described in
the form of Agreement.
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10.13 Raytheon Company $4 billion Credit Facility -- Five Year
Competitive Advance and Revolving Credit Facility, filed as an
exhibit to Former Raytheon's Quarterly Report on Form 10-Q for
the quarter ended March 30, 1997, is hereby incorporated by
reference.
10.14 Raytheon Company $3 billion Credit Facility -- 364-day
Competitive Advance and Revolving Credit Facility, filed as an
exhibit to Former Raytheon's Quarterly Report on Form 10-Q for
the quarter ended March 30, 1997, is hereby incorporated by
reference.
10.15 HE Holdings, Inc. $3 billion Credit Facility -- Five Year
Competitive Advance and Revolving Credit Facility, filed as an
exhibit to the Company's Registration Statement on Form S-4,
File No. 333-37223, is hereby incorporated by reference.
10.16 HE Holdings, Inc. $2 billion Credit Facility -- 364-day
Competitive Advance and Revolving Credit Facility, filed as an
exhibit to the Company's Registration Statement on Form S-4,
File No. 333-37223, is hereby incorporated by reference.
13 Raytheon Company 1997 Annual Report to Stockholders (furnished
for the information of the Commission and not to be deemed
"filed" as part of this Report except to the extent that
portions thereof are expressly incorporated herein by
reference)*
21 Subsidiaries of Raytheon Company.*
23.1 Consent of Independent Accountants.*
23.2 Report of Independent Accountants.*
24 Powers of Attorney.*
27 Financial Data Schedule.*
* Filed electronically herewith.