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EXHIBIT LIST
(The Exhibits without an asterisk (*) have been filed with previous reports)
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 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 filed as an exhibit to Raytheon's Annual Report on Form
10-K for the year ended December 31, 1997, is hereby incorporated by
reference.
3.2 Raytheon Company Amended and Restated By-Laws, as amended through January
28, 1998 filed as an exhibit to Raytheon's Annual Report on Form 10-K for
the year ended December 31, 1997, is hereby incorporated by reference.
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 filed as an exhibit to Raytheon's
Annual Report on Form 10-K for the year ended December 31, 1997, is hereby
incorporated by reference.
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.
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.
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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, 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.
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.
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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.
10.13 Agreement dated as of June 15, 1998 between Raytheon Company and Daniel P.
Burnham filed as an exhibit to Raytheon's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998 is hereby incorporated by reference.
10.14 Consulting Agreement dated September 1, 1998 between Raytheon Company
and Warren B. Rudman.*
10.15 Consulting Agreement dated April 1, 1998 between Raytheon Company
and John Deutch.*
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10.16 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.
10.17 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.
10.18 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.
10.19 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.
10.20 Termination Replacement and Restatement Agreement dated as of May 1, 1998
among Raytheon Company and the Lenders named therein establishing a new
Facility R 364-Day Credit Agreement filed as an exhibit to Raytheon's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 is
hereby incorporated by reference.
10.21 Termination Replacement and Restatement Agreement dated as of May 1, 1998
among Raytheon Company and the Lenders named therein establishing a new
Facility H 364-Day Credit Agreement filed as an exhibit to Raytheon's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 is
hereby incorporated by reference.
10.22 Termination, Replacement and Restatement Agreement dated as of March 18,
1999 among Raytheon Company and the Lenders named therein establishing a
new Facility H 364-Day Credit Agreement.*
10.23 Amended and Restated Purchase and Sale Agreement dated as of March 18,
1999 among Raytheon Aircraft Credit Corporation, Raytheon Aircraft
Receivables Corporation and the Purchasers named therein.*
10.24 Amended and Restated Guarantee dated as of March 18, 1999, made by
Raytheon Company in favor of the Purchasers named therein and Bank of
America National Trust and Savings Association, as Managing Facility
Agent.*
10.25 Raytheon Savings and Investment Plan, heretofore filed as an exhibit to
the Company's S-8 Registration Statement No. 333-56117 on June 5, 1998,
as amended and restated effective January 1, 1999, is filed herewith.*
10.26 Raytheon Employee Savings and Investment Plan, heretofore filed as an
exhibit to the Company's S-8 Registration Statement No. 333-56117 on
June 5, 1998, as amended and restated effective January 1, 1999, is
filed herewith.*
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13 Raytheon Company 1998 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.*
99 Amended Financial Data Schedule