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                                    FORM T-1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) |X|

                           ---------------------------

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                           13-5160382
(State of incorporation                            (I.R.S. employer
if not a U.S. national bank)                       identification no.)

One Wall Street, New York, N.Y.                    10286
(Address of principal executive offices)           (Zip code)

                           ---------------------------

                                   RC TRUST I
               (Exact name of obligor as specified in its charter)

Delaware                                           Application pending
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)




141 Spring Street
Lexington, Massachusetts                           02421
(Address of principal executive offices)           (Zip code)

                           ---------------------------

                              Preferred Securities
                       (Title of the indenture securities)

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1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. - - -------------------------------------------------------------------------------- Name Address - - -------------------------------------------------------------------------------- Superintendent of Banks of the 2 Rector Street, New York, State of New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Washington, D.C. 20429 Corporation New York Clearing House New York, New York 10005 Association (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(D). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. -2-

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -3-

SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 1st day of May, 2001. THE BANK OF NEW YORK By: /s/ MARY LAGUMINA ----------------------------------- Name: MARY LAGUMINA Title: VICE PRESIDENT -4-

Exhibit 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issue of RAYTHEON COMPANY Debt Securities, we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. THE BANK OF NEW YORK By: /s/ Kisha Holder --------------------- Dated: May 9, 2001

Exhibit 7 - - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.................. $3,083,720 Interest-bearing balances........... 4,949,333 Securities: Held-to-maturity securities......... 740,315 Available-for-sale securities....... 5,328,981 Federal funds sold and Securities purchased under agreements to resell 5,695,708 Loans and lease financing receivables: Loans and leases, net of unearned income...............36,590,456 LESS: Allowance for loan and lease losses............598,536 LESS: Allocated transfer risk reserve........................12,575 Loans and leases, net of unearned income, allowance, and reserve..... 35,979,345 Trading Assets........................ 11,912,448 Premises and fixed assets (including capitalized leases)................. 763,241 Other real estate owned............... 2,925 Investments in unconsolidated subsidiaries and associated companies........................... 183,836 Customers' liability to this bank on acceptances outstanding............. 424,303 Intangible assets..................... 1,378,477 Other assets.......................... 3,823,797 Total assets.......................... ----------- $74,266,429 ===========

LIABILITIES Deposits: In domestic offices................. $28,328,548 Noninterest-bearing.......12,637,384 Interest-bearing..........15,691,164 In foreign offices, Edge and Agreement subsidiaries, and IBFs... 27,920,690 Noninterest-bearing..........470,130 Interest-bearing..........27,450,560 Federal funds purchased and Securities sold under agreements to repurchase.......................... 1,437,916 Demand notes issued to the U.S.Treasury........................ 100,000 Trading liabilities................... 2,049,818 Other borrowed money: With remaining maturity of one year or less............................ 1,279,125 With remaining maturity of more than one year through three years.. 0 With remaining maturity of more than three years................... 31,080 Bank's liability on acceptances executed and outstanding............ 427,110 Subordinated notes and debentures..... 1,646,000 Other liabilities..................... 4,604,478 Total liabilities..................... ----------- $67,824,765 =========== EQUITY CAPITAL Common stock.......................... 1,135,285 Surplus............................... 1,008,775 Undivided profits and capital reserves 4,308,492 Net unrealized holding gains (losses) on available-for-sale securities.... 27,768 Accumulated net gains (losses) on cash flow hedges 0 Cumulative foreign currency translation adjustments............. ( 38,656) ----------- Total equity capital.................. 6,441,664 ----------- Total liabilities and equity capital.. $74,266,429 ===========

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. _ Thomas A. Renyi | Alan R. Griffith | Directors Gerald L. Hassell _| - - --------------------------------------------------------------------------------