As filed with the Securities and Exchange Commission on April 5, 2002
                                                Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

      RAYTHEON COMPANY                  Delaware                  95-1778500
        RC TRUST II                     Delaware                  04-6968193
(Exact name of registrant as  (State or other jurisdiction     (I.R.S. Employer
 specified in its charter)        of incorporation or        Identification No.)
                                     organization)

                                141 Spring Street
                         Lexington, Massachusetts 02421
                                 (781) 862-6600

          (Address, including zip code, and telephone number, including
             area code, of registrants' principal executive offices)

            Neal E. Minahan, Esq.                            Copy to:
  Senior Vice President and General Counsel           William J. Curry, Esq.
              Raytheon Company                       Sullivan & Worcester LLP
              141 Spring Street                       One Post Office Square
       Lexington, Massachusetts 02421              Boston, Massachusetts 02109
               (781) 862-6600                             (617) 338-2800
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

Approximate  date of commencement  of proposed sale to the public:  From time to
time, after the effective date of this  registration  statement as determined by
the registrants.

If the only securities  being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. |_|

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, as amended,  (the "Securities Act") other than securities  offered only in
connection  with dividend or interest  reinvestment  plans,  check the following
box. |X|

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. |_|

If this form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE ================================================================================================================== Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of Securities to be Registered(1) Registered(2) Unit(2)(3) Price(2)(3)(4) Registration Fee - ------------------------------------------------------------------------------------------------------------------ Debt Securities of Raytheon Company(5)(8) - ------------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 par value per share, of Raytheon Company(6)(8) - ------------------------------------------------------------------------------------------------------------------ Preferred Stock, $0.01 par value per share, of Raytheon Company(7)(8) - ------------------------------------------------------------------------------------------------------------------ Warrants of Raytheon Company(9) - ------------------------------------------------------------------------------------------------------------------ Stock Purchase Contracts of Raytheon Company(10) - ------------------------------------------------------------------------------------------------------------------ Stock Purchase Units of Raytheon Company(11) - ------------------------------------------------------------------------------------------------------------------ Trust Preferred Securities of RC Trust II(12) - ------------------------------------------------------------------------------------------------------------------ Guarantees of Trust Preferred Securities of RC Trust II by Raytheon Company(13) - ------------------------------------------------------------------------------------------------------------------ Total $3,000,000,000(1) 100% $3,000,000,000(1) $276,000(14) ================================================================================================================== (1) In no event will the aggregate initial offering price of all securities issued from time to time pursuant to the prospectus contained in this registration statement exceed $3,000,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The aggregate amount of common stock of Raytheon Company registered hereunder is further limited to that which is permissible under Rule 415(a)(4) under the Securities Act. The securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. There are also being registered hereunder contracts that may be issued by the registrants under which the counterparty may be required to purchase or sell the other securities registered hereunder. These contracts would be issued together with securities registered hereunder. There are also being registered hereunder an indeterminate principal amount of the securities as may be issuable upon conversion or exchange of debt securities, preferred stock or warrants or pursuant to antidilution provisions thereof. (2) Not required to be included in accordance with General Instruction II.D. of Form S-3 under the Securities Act. (3) The proposed maximum offering price per unit and the aggregate offering price per class of security will be determined from time to time by Raytheon Company in connection with the issuance by the registrants of the securities registered hereunder. (4) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the Securities Act. (5) Subject to Note (1) above, there is being registered hereunder an indeterminate amount of debt securities of Raytheon Company as may be sold, from time to time. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall not result in an aggregate initial offering price exceeding $3,000,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. Debt securities may be issued and sold to RC Trust II in which event such debt securities may later be distributed to the holders of trust preferred securities of RC Trust II in certain circumstances including upon a dissolution of RC Trust II and the distribution of its assets. (6) Subject to Note (1) above, there is being registered hereunder an indeterminate amount of common stock of Raytheon Company as may be sold from time to time. Each share of common stock includes one preferred share purchase right. No separate consideration is payable for the preferred share purchase rights. (7) Subject to Note (1) above, there is being registered hereunder an indeterminate amount of preferred stock of Raytheon Company as may be sold from time to time.
(8) Subject to Note (1) above, there is being registered hereunder an indeterminate amount of debt securities, common stock and preferred stock of Raytheon Company, as shall be issuable upon conversion or redemption of debt securities, common stock or preferred stock of Raytheon Company, as the case may be, or upon the exercise of warrants or upon settlement of the stock purchase contracts of Raytheon Company registered hereunder. (9) Subject to Note (1) above, there is being registered hereunder an indeterminate amount of warrants of Raytheon Company, representing rights to purchase certain of the debt securities, common stock or preferred stock of Raytheon Company registered hereunder. (10) Subject to Note (1) above, there is being registered hereunder an indeterminate amount of stock purchase contracts of Raytheon Company as may be sold from time to time. (11) Subject to Note (1) above, there is being registered hereunder an indeterminate number of stock purchase units of Raytheon Company as may be sold from time to time. Each stock purchase unit consists of (a) a stock purchase contract, under which the holder, upon settlement, will purchase an indeterminate number of shares of common stock of Raytheon Company and (b) a beneficial interest in either trust preferred securities of RC Trust II or debt obligations of third parties, including U.S. treasury securities. Each beneficial interest will be pledged to secure the obligation of such holder to purchase such shares of common stock. No separate consideration will be received for the stock purchase contracts. (12) Subject to Note (1) above, there is being registered hereunder an indeterminate amount of trust preferred securities of RC Trust II as may be sold from time to time. (13) Subject to Note (1) above, there is being registered hereunder all guarantees and other obligations that Raytheon Company may have with respect to trust preferred securities that may be issued by RC Trust II. No separate consideration will be received for the guarantees or any other such obligations. (14) Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act at the statutory rate of $92 per $1,000,000 of securities registered.
The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 5, 2002 PROSPECTUS $3,000,000,000 RAYTHEON COMPANY DEBT SECURITIES COMMON STOCK PREFERRED STOCK WARRANTS STOCK PURCHASE CONTRACTS STOCK PURCHASE UNITS GUARANTEES RC TRUST II TRUST PREFERRED SECURITIES Fully and Unconditionally Guaranteed, as described herein, by Raytheon Company We may, from time to time, offer: o debt securities; o shares of our common stock; o shares of our preferred stock; o warrants to purchase any of these securities; and o stock purchase contracts. The securities we offer will have an aggregate public offering price of up to $3.0 billion. These securities may be offered and sold separately or together in units with other securities described in this prospectus. Our debt securities may be senior or subordinated. RC Trust II may, from time to time, offer trust preferred securities which will be fully and unconditionally guaranteed by us. Our guarantees may be senior or subordinated. The trust preferred securities may be offered and sold separately or together in units with other securities described in this prospectus. We and RC Trust II will indicate the particular securities we offer and their specific terms in a supplement to this prospectus. In each case we would describe the type and amount of securities we are offering, the initial public offering price and the other terms of the offering. Our common stock is listed on the New York Stock Exchange under the symbol "RTN." We will make applications to list any shares of common stock sold pursuant to a supplement to this prospectus on the NYSE. We have not determined whether we will list any of the other securities we may offer on any exchange or over-the-counter market. If we decide to seek listing of any securities, the supplement will disclose the exchange or market. Risks associated with an investment in the securities will be described in the applicable prospectus supplement, as described under "Risk Factors" on page 4. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Our and RC Trust II's principal place of business is 141 Spring Street, Lexington, Massachusetts 02421 and our and RC Trust II's telephone number is (781) 862-6600. The date of this prospectus is ___________________, 2002. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS....................................................... 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS........................ 2 OUR COMPANY................................................................. 3 RC TRUST.................................................................... 3 RISK FACTORS................................................................ 4 RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS... 4 USE OF PROCEEDS............................................................. 4 DESCRIPTION OF OUR DEBT SECURITIES.......................................... 5 DESCRIPTION OF OUR COMMON STOCK............................................. 12 DESCRIPTION OF OUR PREFERRED STOCK.......................................... 13 DESCRIPTION OF OUR WARRANTS................................................. 14 DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND THE STOCK PURCHASE UNITS.... 15 DESCRIPTION OF THE TRUST PREFERRED SECURITIES............................... 15 DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE..................... 16 RELATIONSHIP AMONG THE DEBT SECURITIES, THE TRUST PREFERRED SECURITIES AND THE TRUST PREFERRED SECURITIES GUARANTEE........................... 19 DESCRIPTION OF CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BY-LAWS.......................................... 21 PLAN OF DISTRIBUTION........................................................ 23 VALIDITY OF THE OFFERED SECURITIES.......................................... 25 EXPERTS..................................................................... 25 WHERE YOU CAN FIND MORE INFORMATION......................................... 25 DOCUMENTS INCORPORATED BY REFERENCE......................................... 25 -i- ABOUT THIS PROSPECTUS This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC, using a "shelf" registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of proceeds of $3.0 billion or the equivalent denominated in foreign currency. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement containing specific information about the terms of that offering. The prospectus supplement may also add to, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, together with additional information described under the headings "Where You Can Find More Information" and "Documents Incorporated By Reference." We have not included, or incorporated by reference, separate financial statements of RC Trust II in this prospectus. Neither we nor RC Trust II consider these financial statements material to holders of the trust preferred securities because: o RC Trust II is a special purpose entity; o RC Trust II does not have any operating history or independent operations; and o RC Trust II is not engaged in, nor will it engage in, any activity other than issuing trust preferred and trust common securities, investing in and holding our debt securities and engaging in related activities. Furthermore, the combination of our obligations under our debt securities, the associated indentures, RC Trust's declaration of trust and our related guarantees provide a full and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. In addition, we do not expect that RC Trust will file reports with the SEC under the Securities Exchange Act of 1934, as amended. You should rely only on the information incorporated by reference or provided in this document and any prospectus supplement. Neither we nor RC Trust II have authorized anyone else to provide you with different information. Neither we nor RC Trust II are making an offer of these securities in any jurisdiction where it is unlawful. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document. References in this prospectus to the terms "we," "our" or "us" or other similar terms mean Raytheon Company, unless we state otherwise or the context indicates otherwise. References in this prospectus to "RC Trust" mean RC Trust II. -1- CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the information we are incorporating by reference into it contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this prospectus and the information incorporated by reference into this prospectus, that we expect or anticipate will or may occur in the future, including, without limitation, statements included in this prospectus under "Our Company" and located elsewhere in this prospectus and the documents we incorporate by reference regarding our financial position, business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and growth of our business and operations, plans, references to future success and other such matters, are forward-looking statements. These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including without limitation the information discussed under the caption "Risk Factors" in the applicable prospectus supplement to be provided with this prospectus as well as other factors which might be described from time to time in our filings with the SEC. Consequently, all of the forward-looking statements we make in this prospectus and the information we are incorporating by reference into this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our businesses or operations. All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by any of those factors described above and in the documents containing such forward-looking statements. We do not assume any obligation to release publicly any updates or revisions to any forward-looking statement. -2- OUR COMPANY We are a global technology leader, with worldwide 2001 sales of $16.9 billion. We provide products and services in defense electronics, including missiles; radar; sensors and electro-optics; intelligence, surveillance and reconnaissance; command, control, communication and information systems; naval systems; air traffic control systems; and technical services. We are one of the leading providers of business and special-mission aircraft and deliver a broad line of jet, turboprop and piston-powered airplanes to corporate and government customers worldwide. We have operations throughout the United States and serve customers in more than 70 countries around the world. Our principal executive offices are located at 141 Spring Street, Lexington, Massachusetts 02421. Our telephone number is (781) 862-6600. RC TRUST RC Trust is a subsidiary of ours. RC Trust was created under the Delaware Business Trust Act and is governed by a declaration of trust, as it may be amended and restated from time to time, among the trustees of RC Trust and us. When RC Trust issues its trust preferred securities, the holders of the trust preferred securities will own all of the issued and outstanding trust preferred securities of RC Trust. We will acquire all of the issued and outstanding trust common securities of RC Trust, representing an undivided beneficial interest in the assets of RC Trust of at least 3%. RC Trust will exist primarily for the purposes of: o issuing its trust preferred and trust common securities; o investing the proceeds from the sale of its trust preferred and trust common securities in our debt securities; and o engaging in other activities only as are necessary or incidental to issuing its securities and purchasing and holding our debt securities. The debt securities RC Trust purchases from us may be subordinated debt securities or senior debt securities. We will specify the type of debt security in a prospectus supplement. RC Trust has three trustees. One of the trustees, referred to as the regular trustee, is an individual who is an officer and employee of Raytheon. Additional regular trustees may be appointed in the future. The second trustee is The Bank of New York, which serves as the property trustee under the declaration of trust for purposes of the Trust Indenture Act of 1939, as amended. The third trustee is The Bank of New York (Delaware), which has its principal place of business in the State of Delaware, and serves as the Delaware trustee of RC Trust. The Bank of New York, acting in its capacity as guarantee trustee, will hold for the benefit of the holders of trust preferred securities a trust preferred securities guarantee, which will be separately qualified under the Trust Indenture Act of 1939. Unless otherwise provided in the applicable prospectus supplement, because we will own all of the trust common securities of RC Trust, we will have the exclusive right to appoint, remove or replace trustees and to increase or decrease the number of trustees. In most cases, there will be at least three trustees. The term of RC Trust will be described in the applicable prospectus supplement, but may dissolve earlier, as provided in RC Trust's declaration of trust, as it may be amended and restated from time to time. The rights of the holders of the trust preferred securities of RC Trust, including economic rights, rights to information and voting rights and the duties and obligations of the trustees of RC Trust, will be contained in and governed by the declaration of trust of RC Trust, as it may be amended and restated from time to time, the Delaware Business Trust Act and the Trust Indenture Act of 1939. -3- RISK FACTORS An investment in our securities or in the trust preferred securities involves a high degree of risk. In addition to the other information included in, or incorporated by reference into, this prospectus, you should carefully consider the risk factors in any applicable prospectus supplement when determining whether or not to purchase the securities offered under this prospectus and the prospectus supplement. RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The following table sets forth our consolidated ratio of earnings to combined fixed charges and preferred stock dividends for the periods indicated: Year Ended December 31, 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- 2.8x 3.1x 2.0x 2.0x -- (1) (1) Historical earnings were insufficient to cover fixed charges by $45 million for the year ended December 31, 2001. Excluding the $745 million charge described below, the ratio of earnings to combined fixed charges and preferred stock dividends would have been 2.0x for the year ended December 31, 2001. For purposes of computing the ratio of earnings to combined fixed charges and preferred stock dividends: o earnings consist of income from continuing operations before taxes, fixed charges and amortization of capitalized interest, less capitalized interest; and o fixed charges consist of the portion of rents representative of an interest factor and interest expensed, which includes amortization of debt discount and issuance expense, and capitalized; and o equity security distributions are included in combined fixed charges and preferred stock dividends. The ratio of earnings to combined fixed charges and preferred stock dividends declined in 1999 and 2000 primarily due to lower earnings resulting from a number of factors including certain contract-related operating charges, competitive pricing pressures, a decline in higher margin foreign direct programs and lower volume from missile and missile defense systems. The further decline in the ratio of earnings to combined fixed charges and preferred stock dividends in 2001 is primarily a result of the $745 million third quarter 2001 charge related to Raytheon Aircraft Company. USE OF PROCEEDS Unless otherwise described in a prospectus supplement, we intend to use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include, but are not limited to: o working capital; o repayment or refinancing of debt or other corporate obligations; o capital expenditures; o repurchases and redemptions of securities; and/or o acquisitions. Pending any specific application, we may initially invest net proceeds from the sale of the offered securities in short-term marketable securities or apply them to the reduction of short-term indebtedness. -4- RC Trust will use all net proceeds from the sale of its trust preferred securities and its trust common securities to purchase our debt securities. DESCRIPTION OF OUR DEBT SECURITIES The debt securities will be our unsecured direct obligations, which may be senior or subordinated indebtedness. The debt securities will be issued under one or more indentures between us and a trustee. Any indenture will be subject to, and governed by, the Trust Indenture Act of 1939. This section describes the general terms and provisions of the debt securities that we may offer from time to time in the form of one or more series, including to RC Trust. The applicable prospectus supplement will describe the specific terms of the debt securities offered through that prospectus supplement. Our unsecured senior debt securities will be issued under an Indenture, dated as of July 3, 1995, between us and The Bank of New York, as trustee, or another indenture or indentures to be entered into by us and that trustee or another trustee. The unsecured subordinated debt securities will be issued under a second Indenture, also dated as of July 3, 1995, and between us and The Bank of New York, as trustee, or another indenture or indentures to be entered into by us and that trustee or another trustee. Both indentures are qualified under the Trust Indenture Act of 1939. Copies of each of the July 3, 1995 indentures are filed with the SEC as exhibits to the registration statement of which this prospectus is a part. If we elect to issue securities under another indenture, we will file a copy of that indenture with the SEC. You should refer to those indentures for the complete terms of the debt securities. See "Where You Can Find More Information." In addition, you should consult the applicable prospectus supplement for particular terms of our debt securities. Our existing indentures permit us to issue the debt securities without limit as to aggregate principal amount, in one or more series. We need not issue all debt securities of one series at the same time. Unless we otherwise provide, we may reopen a series, without the consent of the holders of such series, for issuances of additional securities of that series. Generally, we will pay the principal of, premium, if any, on, and interest on our debt securities either at an office or agency that we maintain for that purpose or, if we elect, we may pay interest by mailing a check to your address as it appears on our register. We will issue our debt securities only in fully registered form without coupons, generally in denominations of $1,000 or integral multiples of $1,000. We will not apply a service charge for a transfer or exchange of our debt securities, but we may require that you pay the amount of any applicable tax or other governmental charge. The applicable prospectus supplement will describe the specific terms relating to the series of debt securities we will offer including, where applicable, the following: o the title and series designation of the debt securities; o whether they are senior debt securities or subordinated debt securities; o the aggregate principal amount of the debt securities; o the total amount of the debt securities authorized and the amount outstanding, if any; o the identity of the person to whom we will pay interest if it is anybody other than the noteholder; o the stated maturity date; o the interest rate, which may be fixed or variable, or its method of calculation; o when interest will be payable, as well as the record date for determining who we will pay interest to; o where the principal, premium, if any, and interest on the debt securities will be paid; o any mandatory or optional sinking funds or similar arrangements; o when the debt securities may be redeemed if they are redeemable, as well as the redemption prices, and a description of the terms of redemption; -5- o whether we have any obligation to redeem or repurchase the debt securities at your option; o the denominations of the debt securities, if other than $1,000 or an integral multiple of $1,000; o the amount that we will pay the holder if the maturity of the debt securities is accelerated, if other than their principal amount; o the currency in which we will make payments to the holder and, if a foreign currency, the manner of conversion from U.S. dollars; o any index we may use to determine the amount of payment of principal of, premium, if any, on, and interest on the debt securities; o if the debt securities will be issued only in the form of a global note, the name of the depositary or its nominee and the circumstances under which the global note may be transferred or exchanged to someone other than the depositary or its nominee; o the applicability of the defeasance and covenant defeasance provisions in the applicable indenture; o whether the debt securities are convertible into any other securities and the terms and conditions of convertibility; o any additions or changes to events of default and, in the case of subordinated debt securities, any additional events of default that would result in acceleration of their maturity; and o any other terms of the debt securities. The terms of our debt securities may provide for deferred interest payments, or for an issue price at a discount from the stated redemption price at maturity, either of which would constitute original issue discount. Generally speaking, if our debt securities are issued at an original issue discount and there is an event of default or acceleration of their maturity, holders will in some cases receive an amount less than the stated principal amount. Tax and other special considerations applicable to original issue discount debt will be described in the prospectus supplement in which we offer those debt securities. If we were to become insolvent, your claim as a holder of debt securities will be effectively junior to the claims of holders of any indebtedness or preferred stock of our subsidiaries. Subordination of Our Subordinated Debt Securities Generally, the payment of principal of, or premium, if any, on, and interest on our unsecured subordinated debt securities will be subordinated in right of payment to the prior payment in full of our senior indebtedness. If we distribute our assets to creditors upon liquidation, dissolution, reorganization, insolvency, bankruptcy or under similar circumstances, holders of our senior debt will be entitled to be paid in full before any payments will be made on our subordinated debt securities. In addition, if the maturity of our subordinated debt securities is accelerated, holders of our senior debt will be entitled to be paid in full before any payments will be made on our subordinated debt securities. Moreover, while there is an event of default with respect to our senior debt that would permit our senior debt to be accelerated, and while we are in default in our payment obligations to holders of senior debt, we cannot make payments to our subordinated debt holders. If we were to become insolvent, holders of our subordinated debt securities may not be paid with respect to those securities until our senior debt and third party creditors, as well as holders of any indebtedness or preferred stock of our subsidiaries, are paid in full. The indenture for our unsecured subordinated debt securities will not place any limits on the amount of other indebtedness, including senior debt, that we may issue. The indenture for our unsecured subordinated debt securities defines "senior indebtedness" to include the principal of, premium, if any, on, and interest on: o all of our indebtedness for money borrowed, other than our subordinated debt securities, and any other indebtedness represented by a note, bond, debenture or other similar evidence of indebtedness, including indebtedness of others that we guarantee, in each case whether -6- outstanding on the date of execution of the subordinated debt securities indenture or thereafter created, incurred or assumed; and o any amendments, renewals, extensions, modifications and refundings of any such indebtedness, unless in any case in the instrument creating or evidencing any such indebtedness or pursuant to which it is outstanding it is provided that such indebtedness is not superior in right of payment to our subordinated debt securities. In addition, for purposes of the definition of "senior indebtedness," "indebtedness for money borrowed" includes: o any obligation of, or any obligation guaranteed by, us for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments; o any deferred payment obligation of, or any such obligation guaranteed by, us for the payment of the purchase price of property or assets evidenced by a note or similar instrument; and o any obligation of, or any such obligation guaranteed by, us for the payment of rent or other amounts under a lease of property or assets if such obligation is required to be classified and accounted for as a capitalized lease on our balance sheet under generally accepted accounting principles. Events of Default Generally speaking, any of the following events will constitute an event of default under the indentures: o failure to pay interest on our debt securities for thirty days past the applicable due date, even if we are prohibited from paying interest on our debt securities because they are subordinated; o failure to pay principal of, or premium, if any, on, our debt securities when due, even if we are prohibited from making such payments on our debt securities because they are subordinated; o failure to make any sinking fund payment when due, even if we are prohibited from making such payments on our debt securities because they are subordinated; o failure to perform any other covenant or agreement set forth in the securities of that series or in the applicable indenture, other than a covenant included in the indenture solely for the benefit of a different series of our debt securities, which continues for 60 days after written notice as provided in the indenture; o bankruptcy, insolvency or reorganization; and o any other event of default provided with respect to debt securities of that series. A holder will be notified of an event of default with respect to a series of our debt securities by the trustee. If there is an event of default with respect to a series of our senior debt securities, which continues for the requisite amount of time, either the trustee or holders of at least 25% of the aggregate principal amount of that series may declare the principal amount of all of the senior debt securities of that series to be due and payable immediately. If the securities were issued at an original issue discount, less than the stated principal amount may become payable. Payment of the principal of our subordinated debt securities may be accelerated only in the case of our bankruptcy, insolvency or reorganization. Neither a holder, RC Trust nor the trustee will be able to accelerate the payment of interest or principal with respect to our subordinated debt securities for any other reason. In some cases, after a declaration of acceleration has been made, but before a judgment or decree has been obtained, holders of a majority in aggregate principal amount of the series that is in default may rescind the acceleration. The trustee will be required to act with a high standard of care. However, the trustee will not be obligated to exercise any of its rights or powers under the indentures at a holder's request unless the holder provides the trustee reasonable security or indemnity. Generally, but with exceptions, holders of a majority in aggregate principal -7- amount of any series of our outstanding debt securities will have the right to choose the time, method and place of any proceeding for any remedy available to the trustee or any exercise of power by the trustee with respect to debt securities of that series. A holder may institute a suit against us for enforcement of the holder's rights to receive payment of the principal of, premium, if any, on, or interest on our debt securities after the due dates. However, the holder will not be able to institute any other proceedings under the applicable indenture, including for any remedy, unless the following conditions are satisfied: o the holder has previously given the trustee written notice of a continuing event of default with respect to a series of our debt securities held by the holder; o holders of at least 25% of the aggregate principal amount of that series make a written request, and offer reasonable indemnity, to the trustee for the trustee to institute the requested proceeding; o the trustee does not receive direction contrary to the holders' written request, within 60 days following receipt of the holders' written request, from holders of a majority in aggregate principal amount of that series; and o the trustee does not institute the proceeding the holders requested within 60 days following the receipt of the holders' written request and offer of indemnity. Every year we are required to deliver to the trustee a statement as to performance of our obligations under the indentures and as to any defaults. A default in the payment of any of our debt securities, where the aggregate principal amount of that series of debt securities exceeds $50 million, or a default with respect to our debt securities that causes them to be accelerated, will give rise to a cross-default under our senior credit facilities. In some circumstances, payment defaults on our debt securities may also give rise to cross-defaults of our guarantees of the indebtedness of our subsidiaries. Defeasance and Covenant Defeasance Any series of our debt securities may be subject to the defeasance and discharge provisions of the applicable indenture. If those provisions are applicable, we may elect either: o defeasance -- which will permit us to defease and be discharged from, subject to limitations, all of our obligations with respect to those debt securities; or o covenant defeasance -- which will permit us to be released from our obligations to comply with covenants relating to those debt securities as described in the applicable prospectus supplement, which may include obligations concerning subordination of our subordinated debt securities. To invoke defeasance or covenant defeasance with respect to any series of our debt securities, we must irrevocably deposit with the trustee, in trust, an amount in funds or U.S. government obligations which, through the payment of principal and interest in accordance with their terms, will provide money in an amount sufficient to pay, when due, the principal of, premium, if any, on, and interest on those debt securities and any mandatory sinking fund or similar payments on those debt securities. In addition, we would be required to deliver a legal opinion to the trustee to the effect that a holder of the applicable debt securities will not recognize additional income, gain or loss for federal income tax purposes as a result of the defeasance or covenant defeasance. We cannot defease our obligations to register the transfer or exchange of our debt securities; to replace our debt securities that have been stolen, lost or mutilated; to maintain paying agencies; or to hold funds for payment in trust. We may not defease our obligations if there is a continuing event of default on securities issued under the applicable indenture, or if depositing amounts into trust would cause the trustee to have conflicting interests with respect to other of our securities. -8- If we effect covenant defeasance with respect to any of our debt securities, and then those debt securities are declared due and payable because of an event of default, other than an event of default relating to any covenant from which we have been released through covenant defeasance, the amount of money or U.S. government obligations on deposit with the trustee may not be sufficient to pay all amounts due on the debt securities at the time of acceleration. However, we would remain liable with respect to any shortfall. Modification and Waiver Modifications and amendments of our current indentures may be made only with the consent of holders of at least a majority in aggregate principal amount of all of our outstanding debt securities affected, voting as a single class. Generally, the consent of all of the holders of our debt securities that are affected is required for any of the following: o to change the stated maturity of the principal, or any installment of interest or premium, if any; o to reduce the principal amount, the premium, if any, on, the interest, or the amount payable upon acceleration or maturity in the case of debt securities issued at an original issue discount; o to change the place of payment, or the currency in which payments are made; o to impair your right to institute suit to enforce any payment at or following stated maturity or following a redemption date; o to modify the subordination provisions of our subordinated debt securities in a manner adverse to holders; and o to reduce the percentage of the principal amount of our outstanding debt securities required for modification to or amendment of either indenture, or for waiver of our compliance with indenture provisions or defaults. Holders of a majority in aggregate principal amount of either our senior debt securities or our subordinated debt securities may waive any past default under the applicable indenture, except for a default in the payment of principal, premium, if any, on, or interest on our debt securities and except for our compliance with specified covenants. Covenants Our current indentures contain covenants regarding, among other things: o a limitation on liens other than specified types of liens; o a limitation on sale and leaseback transactions, unless the lien on any property subject to the sale and leaseback transaction is permitted under the indentures or the proceeds of the sale and leaseback transaction are used to retire specified types of debt; and o restrictions on our ability to engage in consolidations, mergers or transfers of substantially all of our assets unless the surviving or acquiring entity is a domestic company and it expressly assumes our obligations with respect to our debt securities by executing a supplemental indenture. You should be aware that we are not prohibited from engaging in highly leveraged transactions, other than as may conflict with those covenants. Moreover, any series of our debt securities may provide that these covenants may be removed with respect to that series. Conversion or Exchange Rights If any series of our debt securities are convertible or exchangeable, the applicable prospectus supplement will specify: o the type of securities into which it may be converted or exchanged; o the conversion price or exchange ratio, or its method of calculation; -9- o whether conversion or exchange is mandatory or at your election; and o how the conversion price or exchange ratio may be adjusted if our debt securities are redeemed. Our Debt Trustee The current trustee for our debt securities is The Bank of New York, which performs services for us in the ordinary course of business. We may engage additional or substitute trustees with respect to particular series of our debt securities. Global Securities Our debt securities may be issued in the form of one or more global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement. If so, each global security will be issued in the denomination of the aggregate principal amount of securities that it represents. Unless and until it is exchanged in whole or in part for debt securities that are in definitive registered form, a global security may not be transferred or exchanged except as a whole by the depositary to its nominee. The applicable prospectus supplement will describe this concept more fully. The specific material terms of the depositary arrangement with respect to any portion of a series of our debt securities that will be represented by a global security will be described in the applicable prospectus supplement. We anticipate that the following provisions will apply to our depositary arrangements. Upon the issuance of any global security, and its deposit with or on behalf of the depositary, the depositary will credit, on its book-entry registration and transfer system, the principal amounts of our debt securities represented by the global security to the accounts of participating institutions that have accounts with the depositary or its nominee. The underwriters or agents engaging in the distribution of our debt securities, or us if we are offering and selling our debt securities directly, will designate the accounts to be credited. Ownership of beneficial interests in a global security will be limited to participating institutions or their clients. The depositary or its nominee will keep records of the ownership and transfer of beneficial interests in a global security by participating institutions. Participating institutions will keep records of the ownership and transfer of beneficial interests by their clients. The laws of some jurisdictions may require that purchasers of our securities receive physical certificates, which may impair a holder's ability to transfer its beneficial interests in global securities. While the depositary or its nominee is the registered owner of a global security the depositary or its nominee will be considered the sole owner of all of our debt securities represented by the global security for all purposes under the indentures. Generally, if a holder owns beneficial interests in a global security, the holder will not be entitled to have our debt securities registered in the holder's own name, and the holder will not be entitled to receive a certificate representing its ownership. Accordingly, if a holder owns a beneficial interest in a global security, the holder must rely on the depositary and, if applicable, the participating institution of which the holder is a client to exercise the rights of a holder under the applicable indenture. The depositary may grant proxies and otherwise authorize participating institutions to take any action that a holder is entitled to take under the indentures. We understand that, according to existing industry practices, if we request any action of holders, or any owner of a beneficial interest in a global security wishes to give any notice or take any action, the depositary would authorize the participating institutions to give the notice or take the action, and the participating institutions would in turn authorize their clients to give the notice or take the action. Generally, we will make payments on our debt securities represented by a global security directly to the depositary. It is our understanding that the depositary will then credit the accounts of participating institutions, which will then distribute funds to their clients. We also expect that payments by participating institutions to their clients will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of clients registered in "street names," and will be the responsibility of the participating institutions. Neither we nor the trustee, nor our respective agents, will have any responsibility, or bear any liability, for any aspects of the records relating to, or payments made on account of, beneficial interests in a global security, or for maintaining, supervising or reviewing records relating to beneficial interests. -10- Generally, a global security may be exchanged for certificated debt securities only in the following instances: o the depositary notifies us that it is unwilling or unable to continue as depositary, or it ceases to be a registered clearing agency, if required to be registered by law, and a successor is not appointed within 90 days; or o we determine in our sole discretion that we will permit global securities to be exchanged for certificated debt securities; or o there is a continuing event of default under the indenture governing the debt securities held in global form. The following is based on information furnished to us: Unless otherwise specified in the applicable prospectus supplement, The Depository Trust Company, or DTC, will act as depositary for securities issued in the form of global securities. Global securities will be issued only as fully registered securities registered in the name of Cede & Co., which is DTC's nominee. One or more fully registered global securities will be issued for these securities representing in the aggregate the total number of these securities, and will be deposited with or on behalf of DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants deposit with it. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, the American Stock Exchange and the National Association of Securities Dealers. Access to the DTC system is also available to others, known as indirect participants, such as securities brokers and dealers, banks and trust companies that clear through or maintain custodial relationships with direct participants, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. Purchases of securities within the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC's records. The ownership interest of each actual purchaser of each security, commonly referred to as the beneficial owner, is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owners purchased securities. Transfers of ownership interests in securities issued in the form of global securities are accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in these securities, except if use of the book-entry system for such securities is discontinued. DTC has no knowledge of the actual beneficial owners of the securities issued in the form of global securities. DTC's records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Any redemption notices must be sent to DTC. If less than all of the securities of a series or class are being redeemed, DTC's practice is to determine by lot the amount to be redeemed from each participant. -11- Although voting with respect to securities issued in the form of global securities is limited to the holders of record, when a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to such securities. Under its usual procedures, DTC would mail an omnibus proxy to the issuer of the securities as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts such securities are credited on the record date, identified in a listing attached to the omnibus proxy. Payments in respect of securities issued in the form of global securities will be made by the issuer of such securities to DTC. DTC's practice is to credit direct participants' accounts on the relevant payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payments on such payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of such participant and not of DTC or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments to DTC are the responsibility of the issuer of the applicable securities, disbursement of such payments to direct participants is the responsibility of DTC, and disbursements of such payments to the beneficial owners is the responsibility of direct and indirect participants. DTC may discontinue providing its services as depositary with respect to any securities at any time by giving reasonable notice to the issuer of such securities. If a successor depositary is not obtained, individual security certificates representing such securities are required to be printed and delivered. We, at our option, may decide to discontinue use of the system of book-entry transfers through DTC or a successor depositary. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for its accuracy. We have no responsibility for the performance by DTC or its participants of their obligations as described in this prospectus or under the rules and procedures governing their operations. DESCRIPTION OF OUR COMMON STOCK We are authorized to issue up to 1,450,000,000 shares of common stock, $0.01 par value per share. This section describes the general terms of our common stock that we may offer from time to time. For more detailed information, a holder of our common stock should refer to our restated certificate of incorporation and our amended and restated by-laws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part. Holders of our common stock are entitled to one vote per share and shall vote together as a single class on all matters to be voted on by our stockholders. Pursuant to our restated certificate of incorporation, there are no cumulative voting rights in the election of directors. The approval of corporate actions may also require the approval of the holders of any series of our preferred stock. See "Description of Our Preferred Stock." Our common stock will be the only type of our capital stock entitled to vote in the election and removal of directors and other matters presented to our stockholders from time to time, unless we issue voting preferred stock or our restated certificate of incorporation or the law requires otherwise. Our common stockholders will be entitled to receive dividends and distributions declared by our Board of Directors, to the extent permitted by outstanding shares of preferred stock and by our restated certificate of incorporation. If a dividend is declared, it will be distributed pro rata to our common stockholders on a per share basis. If we are liquidated or dissolved, our common stockholders will be entitled to receive our assets and funds available for distribution to common stockholders in proportion to the number of shares they hold. Our common stockholders may not receive any assets or funds until our creditors have been paid in full and the preferential or participating rights of our preferred stockholders have been satisfied. If we participate in a corporate merger, consolidation, purchase or acquisition of property or stock, or other reorganization, any payments or shares of stock -12- allocated to our common stockholders will be distributed pro rata to holders of our common stock on a per share basis. If we redeem, repurchase or otherwise acquire for payment any shares of our common stock, we will treat each share of common stock identically. Holders of our common stock will not have any preemptive, subscription or conversion rights with respect to shares of our common stock. We may issue additional shares of our common stock, if authorized by our Board, without the common stockholders' approval, unless required by Delaware law or a stock exchange on which our securities are traded. If we receive the appropriate payment, shares of our common stock that we issue will be fully paid and nonassessable. DESCRIPTION OF OUR PREFERRED STOCK We are authorized to issue up to 200,000,000 shares of preferred stock, $0.01 par value per share, of which 4,000,000 shares have been designated as Series A Junior Participating Preferred Stock, $0.01 par value, and 6,000,000 shares have been designated as Series B Junior Participating Preferred Stock, $0.01 par value. This section describes the general terms and provisions of our preferred stock that we may offer from time to time. The applicable prospectus supplement will describe the specific terms of the shares of preferred stock offered through that prospectus supplement. We will file a copy of the certificate of designation that contains the terms of each new series of preferred stock with the SEC each time we issue a new series of preferred stock, and these certificates of designation will be incorporated by reference into the registration statement of which this prospectus is a part. Each certificate of designation will establish the number of shares included in a designated series and fix the designation, powers, privileges, preferences and rights of the shares of each series as well as any applicable qualifications, limitations or restrictions. A holder of our preferred stock should refer to the applicable certificate of designation, our restated certificate of incorporation and the applicable prospectus supplement for more specific information. Our Board has been authorized, subject to limitations provided in our restated certificate of incorporation, to provide for the issuance of shares of our preferred stock in multiple series. No shares of our preferred stock are currently outstanding. With respect to each series of our preferred stock, our Board has the authority to fix the following terms: o the designation of the series; o the number of shares within the series; o whether dividends are cumulative and, if cumulative, the dates from which dividends are cumulative; o the rate of any dividends, any conditions upon which dividends are payable, and the dates of payment of dividends; o whether the shares are redeemable, the redemption price and the terms of redemption; o the amount payable to a holder for each share owned if we are dissolved or liquidated; o whether the shares are convertible or exchangeable, the price or rate of exchange, and the applicable terms and conditions; o any restrictions on issuance of shares in the same series or any other series; and o your voting rights for the shares you own. Holders of our preferred stock will not have preemptive rights with respect to shares of our preferred stock. In addition, rights with respect to shares of our preferred stock will be subordinate to the rights of our general creditors. If we receive the appropriate payment, shares of our preferred stock that we issue will be fully paid and nonassessable. We currently plan to retain American Stock Transfer & Trust Company as the registrar and transfer agent of any series of our preferred stock. -13- DESCRIPTION OF OUR WARRANTS This section describes the general terms and provisions of our warrants to acquire our securities that we may issue from time to time. The applicable prospectus supplement will describe the specific terms of the warrants offered through that prospectus supplement. We may issue warrants for the purchase of our debt securities, common stock or preferred stock. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with American Stock Transfer & Trust Company, or another bank or trust company, as warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the registration statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information. The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, where applicable: o the offering price; o the number of warrants offered; o the securities underlying the warrants; o the exercise price, the amount of securities you will receive upon exercise, the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised; o the rights, if any, we have to redeem the warrants; o the date on which the warrants will expire; o U.S. federal income tax consequences; o the name of the warrant agent; and o any other terms of the warrants. After your warrants expire they will become void. All warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the warrants. Warrants may be exercised at the appropriate office of the warrant agent or any other office indicated in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities. The warrant agreements may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant. -14- DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND THE STOCK PURCHASE UNITS We may issue contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock at a future date or dates, which we refer to herein as "stock purchase contracts." The price per share of common stock and the number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as part of units consisting of a stock purchase contract and debt securities, trust preferred securities or debt obligations of third parties, including U.S. treasury securities, which secure the holders' obligations to purchase the common stock under the stock purchase contracts. We refer to these units herein as "stock purchase units." The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner. The stock purchase contracts also may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or refunded on some basis. The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. The description in the applicable prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contracts, and, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units. Material U.S. federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will also be discussed in the applicable prospectus supplement. DESCRIPTION OF THE TRUST PREFERRED SECURITIES If and when RC Trust issues trust preferred securities, its declaration of trust will be replaced by an amended and restated declaration of trust which will authorize its trustees to issue one series of trust preferred securities and one series of trust common securities. The form of amended and restated declaration of trust is filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. The terms of the trust preferred securities will include those stated in RC Trust's declaration of trust, as it may be amended and restated from time to time, and those made a part of that declaration by the Trust Indenture Act of 1939. This section describes the general terms and provisions of RC Trust's amended and restated declaration of trust and the trust securities RC Trust may offer from time to time. The applicable prospectus supplement will describe the specific terms of the amended and restated declaration of trust and the trust preferred securities offered through that prospectus supplement. Any final amended and restated declaration of trust will be filed with the SEC if RC Trust issues trust preferred securities. A holder of trust preferred securities should read the applicable prospectus supplement and the amended and restated declaration of trust for more specific information. The prospectus supplement relating to the trust preferred securities being offered will include specific terms relating to the offering. These terms will include some or all of the following: o the designation of the trust preferred securities; o the number of trust preferred securities to be issued; o the annual distribution rate and any conditions upon which distributions are payable, the distribution payment dates, the record dates for distribution payments and the additional amounts, if any, that may be payable with respect to the trust preferred securities; o whether distributions will be cumulative and compounding and, if so, the dates from which distributions will be cumulative or compounded; o the amounts that will be paid out of the assets of RC Trust, after the satisfaction of liabilities to creditors of RC Trust, to the holders of trust preferred securities upon dissolution, winding up or termination of RC Trust; o any repurchase, redemption or exchange provisions; o any preference or subordination rights upon a default or liquidation of RC Trust; -15- o any voting rights of the trust preferred securities in addition to those required by law, including the number of votes per trust preferred security and any requirement for the approval by the holders of trust preferred securities, as a condition to a specified action or amendments to the declaration of trust; o terms for any conversion or exchange of the related series of our debt securities or the trust preferred securities into other securities; o any rights to defer distributions on the trust preferred securities by extending the interest payment period on the related series of our debt securities; o any terms and conditions upon which the related series of our debt securities may be distributed to holders of trust preferred securities; and o any other relevant terms, rights, preferences, privileges, limitations or restrictions of the trust preferred securities. The regular trustee, on behalf of RC Trust and pursuant to the declaration of trust, will issue one class of trust preferred securities and one class of trust common securities. The trust preferred and trust common securities will represent undivided beneficial ownership interests in the assets of RC Trust. Except as described in the applicable prospectus supplement, the trust preferred securities will rank equally, and payments will be made thereon proportionately, with the trust common securities. The trust preferred securities will be issued to the public under the registration statement of which this prospectus is a part. The trust common securities will be issued directly or indirectly to us. The only source of cash to make payments on the trust preferred securities issuable by RC Trust will be payments on debt securities RC Trust purchases from us. The property trustee of RC Trust will hold legal title to the debt securities RC Trust purchases in trust for the benefit of the holders of its trust preferred securities. If RC Trust is dissolved, after satisfaction of RC Trust's creditors, the property trustee may distribute the debt securities held in trust on a proportionate basis to the holders of trust preferred and trust common securities. We will execute a guarantee agreement for the benefit of the holders of the trust preferred securities. The terms of our guarantee will be set forth in the applicable prospectus supplement and are summarized under the caption "Description of the Trust Preferred Securities Guarantee" included elsewhere in this prospectus. The guarantee will not guarantee the payment of distributions, as defined below, or any amounts payable on redemption or liquidation of the trust preferred securities when RC Trust does not have funds available to make these payments. If we were to become insolvent, your claim as a holder of trust preferred securities, which represents in effect an interest in the related series of our debt securities, or as a holder of our debt securities as part of a stock purchase unit, will be effectively junior to the claims of holders of any indebtedness or preferred stock of our subsidiaries. In the applicable prospectus supplement we will also describe certain material U.S. federal income tax consequences and special considerations applicable to the trust preferred securities. DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE If and when RC Trust issues trust preferred securities, we will fully and unconditionally guarantee payments on the trust preferred securities as described in this section, any applicable prospectus supplement and the guarantee executed by us in connection with the issuance of the trust preferred securities. The Bank of New York, as guarantee trustee, will hold the guarantee for the benefit of the holders of trust preferred securities. This section describes the general terms and provisions of our trust preferred securities guarantee. The applicable prospectus supplement will describe the specific terms of the trust preferred securities guarantee. The form of trust guarantee is filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. We will file with the SEC a final guarantee if RC Trust issues trust preferred securities. A holder of trust preferred securities should refer to the applicable prospectus supplement and to the full text of our guarantee and those terms made a part of the guarantee by the Trust Indenture Act of 1939 for more specific information. -16- We will irrevocably and unconditionally agree to pay in full to holders of trust preferred securities the following amounts to the extent not paid by RC Trust: o any accumulated and unpaid distributions and any additional amounts with respect to the trust preferred securities and any redemption price for trust preferred securities called for redemption by RC Trust, if and to the extent that we have made corresponding payments on the debt securities to the property trustee of RC Trust; and o payments upon the dissolution of RC Trust equal to the lesser of: (1) the liquidation amount plus all accumulated and unpaid distributions and additional amounts on the trust preferred securities to the extent RC Trust has funds legally available for those payments; and (2) the amount of assets of RC Trust remaining legally available for distribution to the holders of trust preferred securities in liquidation of RC Trust. We will not be required to make these liquidation payments if: o RC Trust distributes the debt securities to the holders of trust preferred securities in exchange for their trust preferred securities; or o RC Trust redeems the trust preferred securities in full upon the maturity or redemption of the debt securities. We may satisfy our obligation to make a guarantee payment either by making payment directly to the holders of trust preferred securities or to the guarantee trustee for remittance to the holders or by causing RC Trust to make the payment to them. The guarantee is a guarantee from the time of issuance of the applicable series of trust preferred securities. THE GUARANTEE ONLY COVERS, HOWEVER, DISTRIBUTIONS AND OTHER PAYMENTS ON TRUST PREFERRED SECURITIES IF AND TO THE EXTENT THAT WE HAVE MADE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES TO THE APPLICABLE PROPERTY TRUSTEE. IF WE DO NOT MAKE THOSE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES, RC TRUST WILL NOT HAVE FUNDS AVAILABLE FOR PAYMENTS AND WE WILL HAVE NO OBLIGATION TO MAKE A GUARANTEE PAYMENT. The obligations under the debt securities, the associated indenture, RC Trust's declaration of trust and our related guarantee, taken together, will provide a full and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. Raytheon Covenants In the guarantee, we will agree that, as long as any trust preferred securities issued by RC Trust are outstanding, we will not make the payments and distributions described below if: o we are in default on our guarantee payments or other payment obligations under the related guarantee; o any trust enforcement event under RC Trust's declaration of trust has occurred and is continuing; or o we elect to defer payments of interest on the related debt securities by extending the interest payment period, and that deferral period is continuing. In these circumstances, we will agree that we will not: -17- o declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of our capital stock; or o make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank equally with, or junior in interest to, the debt securities we issue to RC Trust or make any guarantee payments with respect to any guarantee by us of the debt of any of our subsidiaries if that guarantee ranks equally with or junior in interest to the debt securities we issue to RC Trust. However, even during these circumstances, we may: o purchase or acquire our capital stock in connection with the satisfaction of our obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of any extension period requiring us to purchase our capital stock (other than a contract or security ranking expressly by its terms on a parity with or junior to the debt securities); o reclassify our capital stock or exchange or convert one class or series of our capital stock for another class or series of our capital stock; o purchase fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of our capital stock or the security being converted or exchanged; o declare dividends or distributions in our capital stock where the dividend stock is the same stock as that on which the dividend is being paid; o redeem, repurchase or issue any rights pursuant to a rights agreement; and o make payments under the guarantee related to the trust preferred securities. In addition, as long as trust preferred securities issued by RC Trust are outstanding, we will agree that we will: o remain the sole direct or indirect owner of all the outstanding trust common securities of RC Trust, except as permitted by its declaration of trust; o permit the trust common securities of RC Trust to be transferred only as permitted by its declaration of trust; and o use reasonable efforts to cause RC Trust to continue to be treated as a grantor trust for U.S. federal income tax purposes, except in connection with a distribution of debt securities to the holders of trust preferred securities as provided in its declaration of trust, in which case RC Trust would be dissolved. Amendments and Assignment We and the guarantee trustee may amend the guarantee without the consent of any holder of trust preferred securities if the amendment does not adversely affect the rights of the holders in any material respect. In all other cases, we and the guarantee trustee may amend the guarantee only with the prior approval of the holders of at least a majority of outstanding trust preferred securities issued by RC Trust. We may assign our obligations under the guarantee only in connection with a consolidation, merger or asset sale involving us that is permitted under the indenture governing the debt securities. Termination of the Guarantee Our guarantee will terminate upon: o full payment of the redemption price of all trust preferred securities of RC Trust; -18- o distribution of the related debt securities, or any securities into which those debt securities are convertible, to the holders of the trust preferred and trust common securities of RC Trust in exchange for all the securities issued by RC Trust; or o full payment of the amounts payable upon liquidation of RC Trust. The guarantee will, however, continue to be effective, or will be reinstated, if any holder of trust preferred securities must repay any amounts paid on those trust preferred securities or under the guarantee. Status of the Guarantee Our obligations under the guarantee will be unsecured and effectively junior to all debt and preferred stock of our subsidiaries. BY ACCEPTANCE OF THE TRUST PREFERRED SECURITIES, THE HOLDERS OF TRUST PREFERRED SECURITIES AGREE TO ANY SUBORDINATION PROVISIONS AND OTHER TERMS OF THE RELATED GUARANTEE. We will specify in the applicable prospectus supplement the ranking of the guarantee with respect to our capital stock and other liabilities, including other guarantees. The guarantee will be deposited with the guarantee trustee to be held for the benefit of the holders of the trust preferred securities. The guarantee trustee will have the right to enforce the guarantee on the holders' behalf. In most cases, the holders of a majority of outstanding trust preferred securities issued by RC Trust will have the right to direct the time, method and place of: o conducting any proceeding for any remedy available to the applicable guarantee trustee; or o exercising any trust or other power conferred upon that guarantee trustee under the guarantee. The guarantee will constitute a guarantee of payment and not merely of collection. This means that the guarantee trustee may institute a legal proceeding directly against us to enforce the payment rights under the guarantee, without first instituting a legal proceeding against RC Trust or any other person or entity. If the guarantee trustee fails to enforce the guarantee or we fail to make a guarantee payment, a holder of the trust preferred securities may institute a legal proceeding directly against us to enforce the holder's rights under that guarantee without first instituting a legal proceeding against RC Trust, the guarantee trustee or any other person or entity. Periodic Reports Under Guarantee We will be required to provide annually to the guarantee trustee a statement as to our performance of our obligations and our compliance with all conditions under the guarantee. Duties of Guarantee Trustee The guarantee trustee normally will perform only those duties specifically set forth in the guarantee. The guarantee will not contain any implied covenants. If a default occurs on the guarantee, the guarantee trustee will be required to use the same degree of care and skill in the exercise of its powers under the guarantee as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The guarantee trustee will exercise any of its rights or powers under the guarantee at the request or direction of holders of the trust preferred securities only if the guarantee trustee is offered security and indemnity satisfactory to it. RELATIONSHIP AMONG THE DEBT SECURITIES, THE TRUST PREFERRED SECURITIES AND THE TRUST PREFERRED SECURITIES GUARANTEE To the extent set forth in the guarantee and to the extent funds are available, we will irrevocably guarantee the payment of distributions and other amounts due on the trust preferred securities. If and to the extent we do not make payments on the debt securities to the property trustee, RC Trust will not have sufficient funds to pay distributions or other amounts due on the trust preferred securities. The guarantee does not cover any payment of -19- distributions or other amounts due on the trust preferred securities unless RC Trust has sufficient funds for the payment of such distributions or other amounts. In such event, a holder of trust preferred securities may institute a legal proceeding directly against us to enforce payment of such distributions or other amounts to such holder after the respective due dates. Taken together, our obligations under the debt securities, the associated indenture, RC Trust's declaration of trust and our related guarantee will provide a full and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that provides a full and unconditional guarantee of RC Trust's payment obligations under the trust preferred securities. Sufficiency of Payments As long as payments of interest and other amounts are made when due on the debt securities, such payments will be sufficient to cover distributions and payments due on the trust preferred securities because of the following factors: o the aggregate principal amount of the debt securities will be equal to the sum of the aggregate stated liquidation amount of the trust preferred securities; o the interest rate and the interest and other payment dates on the debt securities will match the distribution rate and distribution and other payment dates for the trust preferred securities; o we, as issuer of the debt securities, will pay, and RC Trust will not be obligated to pay, directly or indirectly, any costs, expenses, debts and obligations of RC Trust, other than with respect to the trust preferred securities; and o the declaration of trust will further provide that RC Trust will not engage in any activity that is not consistent with the limited purposes of RC Trust. Notwithstanding anything to the contrary in the indenture, we have the right to set-off any payment we are otherwise required to make thereunder against and to the extent we have already made, or are concurrently on the date of such payment making, a related payment under the guarantee. Enforcement Rights of Holders of Preferred Securities The declaration of trust provides that if we fail to make interest or other payments on the debt securities when due, taking account of any extension period, the holders of the trust preferred securities may direct the property trustee to enforce its rights under the applicable indenture. If the property trustee fails to enforce its rights under the indenture in respect of an event of default under the indenture, any holder of record of trust preferred securities may, to the fullest extent permitted by applicable law, institute a legal proceeding against us to enforce the property trustee's rights under the indenture without first instituting any legal proceeding against RC Trust, the property trustee or any other person or entity. Notwithstanding the foregoing, if a trust enforcement event has occurred and is continuing and such event is attributable to our failure to pay interest, premium or principal on the debt securities on the date such interest, premium or principal is otherwise payable, then a holder of trust preferred securities may institute a direct action against us for payment of such holder's pro rata share. If a holder brings such a direct action, we will be entitled to that holder's rights under RC Trust's declaration of trust to the extent of any payment made by us to that holder. If we fail to make payments under the guarantee, a holder of trust preferred securities may institute a proceeding directly against us for enforcement of the guarantee for such payments. Limited Purpose of Trust The trust preferred securities evidence undivided beneficial ownership interests in the assets of RC Trust, and RC Trust exists for the sole purpose of issuing and selling the trust preferred and trust common securities and using the proceeds to purchase our debt securities. A principal difference between the rights of a holder of trust preferred securities and a holder of our debt securities is that a holder of our debt securities is entitled to receive -20- from us the principal amount of, and interest accrued on, the debt securities held, while a holder of trust preferred securities is entitled to receive distributions and other payments from RC Trust, or from us under the guarantee, only if, and to the extent, RC Trust has funds available for the payment of such distributions and other payments. Rights Upon Dissolution Upon any voluntary or involuntary dissolution of RC Trust involving the redemption or repayment of the debt securities, the holders of the trust preferred securities will be entitled to receive, out of assets held by RC Trust, subject to the rights of creditors of RC Trust, if any, the liquidation distribution in cash. Because we are the guarantor under the guarantee and, as issuer of the debt securities, we have agreed to pay for all costs, expenses and liabilities of RC Trust other than RC Trust's obligations to the holders of the trust preferred securities, the positions of a holder of trust preferred securities and a holder of debt securities relative to other creditors and to our stockholders in the event of liquidation or bankruptcy of us would be substantially the same. DESCRIPTION OF CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BY-LAWS We are organized as a Delaware corporation. The following is a summary of our restated certificate of incorporation and amended and restated by-laws and certain provisions of Delaware law. Because it is a summary, it does not contain all the information that may be important to you. If you want more information, you should read our entire restated certificate of incorporation and amended and restated by-laws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part, see "Where You Can Find More Information," or refer to the provisions of Delaware law. Advance Notice of Nominations Our amended and restated by-laws contain provisions requiring that you deliver advance notice of any business that you intend to raise at an annual meeting of stockholders and provides for procedures to be followed if you wish to nominate a person to be elected as a director. To be timely, you must give written notice to our Secretary within the 30-day period beginning on the 120th day prior to the first anniversary of the preceding year's annual meeting. If the date of the next annual meeting is more than 30 days before, or more than 60 days after, the first anniversary of the preceding year's annual meeting, you must deliver notice to our Secretary within the period beginning on the 120th day prior to the meeting and ending 30 days later, or, if later, the 10th day after our public announcement of the meeting date. In addition, if we plan to increase the size of our Board, and we do not announce all of the nominees for election, or the fact that the size of our Board will be increased, at least 100 days before the first anniversary of the preceding year's annual meeting, you will have 10 days following the date of our public announcement to give notice of your nomination to our Secretary. The notice must provide information about you and the business to be brought before the meeting. You should review our amended and restated by-laws for more information. For our 2002 annual stockholders' meeting, the first anniversary of the previous year's meeting will be April 25, 2002. Classification of Directors Our restated certificate of incorporation provides that, except as otherwise required by specific provisions of the restated certificate of incorporation relating to the rights of holders of any class or series of preferred stock to elect additional directors under specified circumstances, the number of our directors may be fixed from time to time by a resolution adopted by a majority of our Board but must not be less than three. Our Board is classified into three classes, as nearly equal in size as possible. Each class holds office until the third succeeding anniversary of the annual stockholders' meeting electing that class. A director may be removed only for cause by the vote of our common stockholders, subject to the rights of any series of preferred stock outstanding. -21- No Action by Written Consent; Special Meeting Our restated certificate of incorporation provides that stockholders may not act by written consent in lieu of an annual or a special meeting. Except as otherwise required by law and subject to the rights of holders of any class or series of preferred stock, special meetings of the stockholders may only be called by our Chairman of the Board or by our Board pursuant to a resolution that indicates the purpose of the meeting, which is approved by a majority of our directors, assuming, for this purpose, that there were no vacancies. No business other than that stated in the notice may be transacted at any special meeting of stockholders. According to our amended and restated by-laws, if we call a special meeting to elect directors to our Board, you may nominate individuals for election if you deliver notice to our Secretary during the period beginning on the 120th day before the special meeting and ending 30 days later, or, if later, the 10th day after our public announcement of the meeting. Limitation on Directors' Liability Our restated certificate of incorporation provides, as authorized by law, that our directors will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from or limitation of liability is not permitted under the Delaware General Corporation Law. The effect of this provision may be to reduce the likelihood of derivative litigation against directors for breach of their duty of care, even though the action, if successful, might otherwise have benefited us and our stockholders. Stockholder Rights Plan We have in place a stockholder rights plan. Each share of common stock issued hereunder will be issued together with one right under the stockholder rights plan. You should refer to the rights agreement, dated as of December 15, 1997, by and between us and American Stock Transfer & Trust Company, as rights agent, as amended, for a more detailed description of the stockholder rights plan. A copy of the rights agreement, as amended, is filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. See "Where You Can Find More Information." The rights trade automatically with shares of our common stock and become exercisable only under the circumstances described below. The rights are designed to protect our interests and the interests of our stockholders against coercive takeover tactics. The purpose of the rights is to encourage potential acquirors to negotiate with our Board before attempting a takeover and to provide our Board with leverage in negotiating the terms of any proposed takeover on behalf of all stockholders. The rights may have anti-takeover effects. The rights should not, however, interfere with any merger or other business combination that our Board approves. The rights do not become exercisable until triggering events occur. They expire on December 15, 2007, but we may extend this date or redeem the rights earlier. Before a right is exercised, the right does not confer any right to vote or receive dividends. The rights entitle you to purchase from us one one-hundredth of a share of our Series B Junior Participating preferred stock for $250, subject to adjustment, upon the earlier of the following occurrences: o 10 days after the public announcement that an individual or group-- the "acquiror"-- has acquired 15% or more of our common stock, or the total voting power in the election of our directors; or o 10 business days, or later if our Board elects, after the commencement or announcement by an individual or group -- the "acquiror" -- of an intention to make a tender offer or exchange offer that would result in the acquisition of 15% or more of our common stock, or the total voting power in the election of our directors. Once the acquiror acquires 15% or more of our common stock, each holder of a right other than the acquiror, whose rights will automatically become void, will thereafter have the right to purchase, in lieu of purchasing shares of our Series B Junior Participating preferred stock as explained above, shares of our common stock at a 50% discount to market price. If we are thereafter acquired in a merger or other business combination, or -22- 50% or more of our assets or earning power are sold, each holder of a right will have the right to purchase shares of common stock of the acquiring company at a 50% discount to market price. Our Board will have the option, however, before the acquiror obtains 50% or more of our outstanding shares of common stock, to exchange rights of holders, other than the acquiror, for shares of our Series B Junior Participating preferred stock, at a rate of 100 rights per share, subject to adjustment. We may redeem the rights at any time before they are triggered at a price of $0.01 per right. Our Board may also designate the effective time of the redemption as well as the applicable conditions. If we redeem your rights, you will be entitled to receive $0.01 for each right you hold, but you will not have any further entitlements with respect to these rights. Section 203 of The Delaware General Corporation Law Section 203 of the Delaware General Corporation Law prohibits a defined set of transactions between a Delaware corporation, such as us, and an "interested stockholder." An interested stockholder is defined as a person who, together with any affiliates or associates of such person, beneficially owns, directly or indirectly, 15% or more of the outstanding voting shares of a Delaware corporation. This provision may prohibit business combinations between an interested stockholder and a corporation for a period of three years after the date the interested stockholder becomes an interested stockholder. The term "business combination" is broadly defined to include mergers, consolidations, sales or other dispositions of assets having a total value in excess of 10% of the consolidated assets of the corporation, and some other transactions that would increase the interested stockholder's proportionate share ownership in the corporation. This prohibition is effective unless: o the business combination is approved by our Board prior to the time the interested stockholder becomes an interested stockholder; o the interested stockholder acquired at least 85% of our voting stock, other than stock held by directors who are also officers or by qualified employee stock plans, in the transaction in which it becomes an interested stockholder; or o the business combination is approved by a majority of our Board and by the affirmative vote of 662/3% of the outstanding voting stock that is not owned by the interested stockholder. In general, the prohibitions do not apply to business combinations with persons who were stockholders prior to the corporation becoming subject to Section 203. Stock Exchange Listing Our common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange. The trading symbol for our common stock on these exchanges is "RTN." Transfer Agent and Rights Agent American Stock Transfer & Trust Company is the Transfer Agent for our common stock and the Rights Agent for the rights. PLAN OF DISTRIBUTION We and RC Trust may sell the securities in and outside the United States (a) through underwriters or dealers, (b) directly to purchasers, including our affiliates, (c) through agents or (d) through a combination of any of these methods. The prospectus supplement will include the following information: o the terms of the offering; o the names of any underwriters or agents; -23- o the name or names of any managing underwriter or underwriters; o the purchase price of the securities; o the net proceeds from the sale of the securities; o any delayed delivery arrangements; o any underwriting discounts, commissions and other items constituting underwriters' compensation; o any initial public offering price; o any discounts or concessions allowed or reallowed or paid to dealers; and o any commissions paid to agents. Sale Through Underwriters or Dealers If underwriters are used in the sale of any of these securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in any prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time. Some or all of the securities that we and RC Trust offer though this prospectus may be new issues of securities with no established trading market. Any underwriters to whom we and RC Trust sell these securities for public offering and sale may make a market in those securities, but they will not be obligated to and they may discontinue any market making at any time without notice. Accordingly, neither we nor RC Trust can assure you of the liquidity of, or continued trading markets for, any securities that we and RC Trust offer. If dealers are used in the sale of securities, we and RC Trust will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction. Direct Sales and Sales Through Agents We and RC Trust may sell the securities directly, and not through underwriters or agents. We and RC Trust may also sell the securities through agents designated from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment. We and RC Trust may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement. -24- Delayed Delivery Contracts If we so indicate in the prospectus supplement, we and RC Trust may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us or RC Trust at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts. General Information We may have agreements with the agents, dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses. VALIDITY OF THE OFFERED SECURITIES Neal E. Minahan, Esq., Senior Vice President and General Counsel of Raytheon, will pass upon the validity of our debt securities, common stock, preferred stock, warrants, guarantees, stock purchase contracts and stock purchase units. As of the date of this prospectus, Neal E. Minahan, Esq. holds 13,000 shares of common stock and options to acquire an additional 140,050 shares of common stock. The validity of the trust preferred securities to be issued by RC Trust, and the enforceability of its declaration of trust and the creation of RC Trust, will be passed upon by Richards, Layton and Finger, P.A., Wilmington, Delaware. EXPERTS The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K of Raytheon Company for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any other document we file at the SEC's public reference section, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the worldwide web site (http://www.sec.gov) maintained by the SEC. Information regarding the operation of the public reference section can be obtained by calling 1-800-SEC-0330. Our common stock, $0.01 par value per share, is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange, where reports, proxy statements and other information concerning Raytheon Company can also be inspected. The offices of the NYSE are located at 20 Broad Street, New York, New York 10005. DOCUMENTS INCORPORATED BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Statements in this prospectus regarding the contents of any contract or other document may not be complete. You should refer to the copy of the contract or other document filed as an exhibit to the registration statement. Later information filed with the SEC will update and supersede information we have included or incorporated by reference in this prospectus. -25- We incorporate by reference the following documents filed by us: o our Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the SEC on March 19, 2002; and o our registration statements on Form 8-A/A and Form 8-A filed with the SEC on December 17, 1997 and May 1, 2001, respectively. In addition to the documents listed above, we incorporate by reference any future filings made by us, including filings made prior to the effectiveness of this registration statement, with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until our offering of the securities made by this prospectus is completed or terminated. We will provide without charge to each person, including any beneficial owner, to whom a prospectus is delivered, on written or oral request of that person, a copy of any or all of the documents we are incorporating by reference into this prospectus, excluding exhibits other than those to which we specifically refer. Such written requests should be addressed to: Secretary, Raytheon Company 141 Spring Street Lexington, Massachusetts 02421 You may direct telephone requests to our Secretary at (781) 862-6600. -26- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Set forth below is an estimate (except in the case of the registration fee) of the amount of fees and expenses to be incurred in connection with the issuance and distribution of the offered securities registered hereby, other than underwriting discounts and commission, if any, incurred in connection with the sale of the offered securities. All such amounts will be borne by Raytheon Company. SEC Registration Fee........................................ $ 276,000 Legal Fees and Expenses..................................... $ 100,000 Accounting Fees and Expenses................................ $ 30,000 Trustee's Fees and Expenses (including counsel fees)........ $ 20,000 Rating Agency Fees.......................................... $ 160,000 Blue Sky Fees and Expenses.................................. $ 2,000 Printing and Engraving Expenses............................. $ 90,000 Miscellaneous Fees and Expenses............................. $ 14,000 --------- Total: $ 692,000 ========= All fees and expenses other than the SEC Registration Fee are estimated. The expenses listed above will be paid by Raytheon Company. Item 15. Indemnification of Directors and Officers. Delaware General Corporation Law Under Section 145 of the Delaware General Corporation Law (the "DGCL"), Raytheon Company is empowered to indemnify its directors and officers in the circumstances therein provided. Certain portions of Section 145 are summarized below: Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in the manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had not reasonable cause to believe such person's conduct was unlawful. Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall II-1 determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 145(d) of the DGCL provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. Section 145(e) of the DGCL provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145. Restated Certificate of Incorporation The Restated Certificate of Incorporation of Raytheon Company provides that no director of Raytheon Company shall be personally liable to Raytheon Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption or limitation is prohibited under the DGCL as it currently exists or as it may be amended in the future. The Restated Certificate of Incorporation also provides that Raytheon Company shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of Raytheon Company or is or was serving at the request of Raytheon Company as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (whether the basis of such action, suit or proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer), to the fullest extent authorized by the DGCL as it currently exists or as it may be amended in the future, against all expense, liability and loss (including attorneys' fees, judgments, fines, payments in settlement and excise taxes or penalties arising under II-2 the Employee Retirement Income Security Act of 1974, as in effect from time to time) reasonably incurred or suffered by such person. Such indemnification shall continue as to a person who ceases to be a director or officer of Raytheon Company and shall inure to the benefit of such person's heirs, executors and administrators. Raytheon Company shall not be required to indemnify a person in connection with such action, suit or proceeding initiated by such person if it was not authorized by the Board of Directors except under limited circumstances. The Restated Certificate of Incorporation also provides that Raytheon Company shall pay the expenses of directors and officers incurred in defending any such action, suit or proceeding in advance of its final disposition; provided, however, that, if and to the extent that the DGCL requires, the payment of expenses incurred by a director or officer in advance of the final disposition of any action, suit or proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under the Restated Certificate of Incorporation or otherwise. If a claim for indemnification or advancement of expenses by an officer or director under the Restated Certificate of Incorporation is not paid in full within 30 calendar days after a written claim therefor has been received by Raytheon Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled also to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to Raytheon Company) that the claimant has not met the standard of conduct which makes it permissible under the DGCL for Raytheon Company to indemnify the claimant for the amount claimed. Raytheon Company shall have the burden of providing such defense. Neither the failure of Raytheon Company to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in circumstances because the claimant has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by Raytheon Company that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The right to indemnification and the payment of expenses conferred on any person by the Restated Certificate of Incorporation shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Restated Certificate of Incorporation or the Amended and Restated By-Laws of Raytheon Company, agreement, vote of stockholders or disinterested directors or otherwise. Any repeal or modification of the provisions of the Restated Certificate of Incorporation described herein by the stockholders of Raytheon Company will not adversely affect any limitation on the personal liability of directors for, or any rights of directors in respect of, any cause of action, suit or claim accruing or arising prior to the repeal or modification. The Restated Certificate of Incorporation also provides that Raytheon Company may maintain insurance to protect itself and any director, officer, employee or agent of Raytheon Company or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not Raytheon Company would have the power to indemnify such person against such expense, liability or loss under the DGCL. Item 16. Exhibits Exhibit No. Description ----------- ----------- *1.1 Underwriting Agreement, filed as an exhibit to Raytheon Company's Current Report on Form 8-K filed with the Securities and Exchange Commission, (the "SEC") on October 31, 2001, is hereby incorporated by reference. 4.1 Raytheon Company Restated Certificate of Incorporation, restated as of April 2, 2002. II-3 Exhibit No. Description ----------- ----------- 4.2 Raytheon Company Amended and Restated By-Laws, as amended through December 19, 2001. 4.3 Raytheon Company Certificate of Designation of Preferences and Rights of Series B Junior Participating Preferred Stock. 4.4 Indenture relating to Senior Debt Securities dated as of July 3, 1995 between Raytheon Company and The Bank of New York, as Trustee. 4.5 Indenture relating to Subordinated Debt Securities dated as of July 3, 1995 between Raytheon Company and The Bank of New York, as Trustee. *4.6 Supplemental Indenture dated as of December 17, 1997 between Raytheon Company and the Bank of New York, as Trustee, filed as an exhibit to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 1997, is hereby incorporated by reference. 4.7 Form of Senior Debt Securities (included in Exhibit 4.4). 4.8 Form of Subordinated Debt Securities (included in Exhibit 4.5). *4.9 Rights Agreement dated as of December 15, 1997 between Raytheon Company and State Street Bank and Trust Company, as Rights Agent, filed as an exhibit to Raytheon Company's Registration Statement on Form 8-A, File No. 1-13699, is hereby incorporated by reference. *4.10 Amendment to Rights Agreement dated as of May 15, 2001 between Raytheon Company and State Street Bank and Trust Company, as Rights Agent, filed as an exhibit to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 2001, is hereby incorporated by reference. *4.11 Agreement of Substitution and Amendment of Rights Agreement dated as of March 5, 2002 between Raytheon Company and American Stock Transfer & Trust Company, as Rights Agent, filed as an exhibit to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 2001, is hereby incorporated by reference. 4.12 Third Amendment to Rights Agreement dated as of April 5, 2002 between Raytheon Company and American Stock Transfer & Trust Company, as Rights Agent. **4.13 Form of stock certificate representing shares of common stock, $0.01 par value per share, of Raytheon Company. **4.14 Form of Certificate of Designation for shares of preferred stock, $0.01 par value per share, of Raytheon Company. **4.15 Form of stock certificate representing shares of preferred stock, $0.01 par value per share, of Raytheon Company. **4.16 Form of Warrant Agreement, including form of Warrant. **4.17 Form of Stock Purchase Contract. **4.18 Form of Stock Purchase Unit. *4.19 Declaration of Trust of RC Trust II, dated as of April 4, 2001 among Raytheon Company, The Bank of New York, The Bank of New York (Delaware) and Richard A. Goglia, as trustees, filed as an exhibit to Raytheon Company's Registration Statement on Form S-3, File No. 333-58474, is hereby incorporated by reference. 4.20 Form of Amended and Restated Declaration of Trust. II-4 Exhibit No. Description ----------- ----------- *4.21 Certificate of Trust of RC Trust II, filed as an exhibit to Raytheon Company's Registration Statement on Form S-3, File No. 333-58474, is hereby incorporated by reference. 4.22 Form of Trust Preferred Security (included in Exhibit 4.20). 4.23 Form of Raytheon Company Guarantee Agreement. 5.1 Opinion of Neal E. Minahan, Senior Vice President and General Counsel of Raytheon Company. 5.2 Opinion of Richards, Layton & Finger, P.A. relating to RC Trust II. **8.1 Opinion of Sullivan & Worcester LLP regarding tax matters. 12.1 Statement regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. 23.1 Consent of Neal E. Minahan (included in Exhibit 5.1). 23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2). 23.3 Consent of PricewaterhouseCoopers LLP. 24 Powers of Attorney (included in signature pages). **25.1 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture. **25.2 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Subordinated Indenture. **25.3 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Amended and Restated Declaration of Trust of RC Trust II. **25.4 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Raytheon Company Guarantee Agreement for RC Trust II. * Incorporated herein by reference. ** To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and incorporated herein by reference in connection with the offering of offered securities, as appropriate. Item 17. Undertakings. (A) The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: II-5 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that subparagraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the SEC by Raytheon Company pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) The undersigned registrants hereby further undertake that, for the purposes of determining any liability under the Securities Act, each filing of Raytheon Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described under Item 15 of this registration statement, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (D) The undersigned registrants hereby undertake that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by Raytheon Company pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; (2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 (E) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of each trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act of 1939. II-7 SIGNATURES Pursuant to the requirements of the Securities Act, Raytheon Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Lexington, Commonwealth of Massachusetts, on the 27th day of March, 2002. RAYTHEON COMPANY By: /s/Neal E. Minahan Neal E. Minahan Senior Vice President and General Counsel We, the undersigned officers and directors of Raytheon Company, hereby severally constitute and appoint Franklyn A. Caine, Richard A. Goglia and Neal E. Minahan and each of them singly, our true and lawful attorney and agent with full power and authority to sign for us and in our names in the capacities indicated below, the registration statement on Form S-3 of Raytheon Company and any and all amendments or supplements, whether pre-effective or post-effective, to said registration statement (including, without limitation, any registration statement and post-effective amendment thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act")) and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Raytheon Company to comply with the provisions of the Securities Act, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as then may be signed by our said attorneys or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act this registration statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Daniel P. Burnham Chairman and Chief Executive Officer and March 27, 2002 Daniel P. Burnham Director (Principal Executive Officer) /s/ Barbara M. Barrett Director March 27, 2002 Barbara M. Barrett /s/ Ferdinand Colloredo Mansfield Director March 27, 2002 Ferdinand Colloredo-Mansfeld /s/ John M. Deutch Director March 27, 2002 John M. Deutch
II-8
Signature Title Date - --------- ----- ---- /s/ Thomas E. Everhart Director March 27, 2002 Thomas E. Everhart /s/ John R. Galvin Director March 27, 2002 John R. Galvin /s/ L. Dennis Kozlowski Director March 27, 2002 L. Dennis Kozlowski _____________________________ Director Henrique de Campos Meirelles /s/ Frederic M. Poses Director March 27, 2002 Frederic M. Poses /s/ Warren B. Rudman Director March 27, 2002 Warren B. Rudman /s/ Michael E. Ruettgers Director March 27, 2002 Michael C. Ruettgers /s/ William R. Spivey Director March 27, 2002 William R. Spivey _____________________________ Director Alfred M. Zeien /s/ Franklyn A. Caine Senior Vice President and Chief Financial March 27, 2002 Franklyn A. Caine Officer (Principal Financial Officer) /s/ Edward S. Pliner Vice President and Corporate Controller March 27, 2002 Edward S. Pliner (Principal Accounting Officer)
II-9 Pursuant to the requirements of the Securities Act, RC Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Lexington, Commonwealth of Massachusetts, on the 27th day of March, 2002. RC TRUST II By: Raytheon Company, as Sponsor By: /s/ Neal E. Minahan Neal E. Minahan Senior Vice President and General Counsel II-10 EXHIBIT INDEX Exhibit No. Description ----------- ----------- *1.1 Underwriting Agreement, filed as an exhibit to Raytheon Company's Current Report on Form 8-K filed with the SEC on October 31, 2001, is hereby incorporated by reference. 4.1 Raytheon Company Restated Certificate of Incorporation, restated as of April 2, 2002. 4.2 Raytheon Company Amended and Restated By-Laws, as amended through December 19, 2001. 4.3 Raytheon Company Certificate of Designation of Preferences and Rights of Series B Junior Participating Preferred Stock. 4.4 Indenture relating to Senior Debt Securities dated as of July 3, 1995 between Raytheon Company and The Bank of New York, as Trustee. 4.5 Indenture relating to Subordinated Debt Securities dated as of July 3, 1995 between Raytheon Company and The Bank of New York, as Trustee. *4.6 Supplemental Indenture dated as of December 17, 1997 between Raytheon Company and the Bank of New York, as Trustee, filed as an exhibit to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 1997, is hereby incorporated by reference. 4.7 Form of Senior Debt Securities (included in Exhibit 4.4). 4.8 Form of Subordinated Debt Securities (included in Exhibit 4.5). *4.9 Rights Agreement dated as of December 15, 1997 between Raytheon Company and State Street Bank and Trust Company, as Rights Agent, filed as an exhibit to Raytheon Company's Registration Statement on Form 8-A, File No. 1-13699, is hereby incorporated by reference. *4.10 Amendment to Rights Agreement dated as of May 15, 2001 between Raytheon Company and State Street Bank and Trust Company, as Rights Agent, filed as an exhibit to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 2001, is hereby incorporated by reference. *4.11 Agreement of Substitution and Amendment of Rights Agreement dated as of March 5, 2002 between Raytheon Company and American Stock Transfer & Trust Company, as Rights Agent, filed as an exhibit to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 2001, is hereby incorporated by reference. 4.12 Third Amendment to Rights Agreement dated as of April, 5, 2002 between Raytheon Company and American Stock Transfer & Trust Company, as Rights Agent. **4.13 Form of stock certificate representing shares of common stock, $0.01 par value per share, of Raytheon Company. **4.14 Form of Certificate of Designation for shares of preferred stock, $0.01 par value per share, of Raytheon Company. **4.15 Form of stock certificate representing shares of preferred stock, $0.01 par value per share, of Raytheon Company. **4.16 Form of Warrant Agreement, including form of Warrant. **4.17 Form of Stock Purchase Contract. Exhibit No. Description ----------- ----------- **4.18 Form of Stock Purchase Unit. *4.19 Declaration of Trust of RC Trust II, dated as of April 4, 2001 among Raytheon Company, The Bank of New York, The Bank of New York (Delaware) and Richard A. Goglia, as trustees, filed as an exhibit to Raytheon Company's Registration Statement on Form S-3, File No. 333-58474, is hereby incorporated by reference. 4.20 Form of Amended and Restated Declaration of Trust. *4.21 Certificate of Trust of RC Trust II, filed as an exhibit to Raytheon Company's Registration Statement on Form S-3, File No. 333-58474, is hereby incorporated by reference. 4.22 Form of Trust Preferred Security (included in Exhibit 4.20). 4.23 Form of Raytheon Company Guarantee Agreement. 5.1 Opinion of Neal E. Minahan, Senior Vice President and General Counsel of Raytheon Company. 5.2 Opinion of Richards, Layton & Finger, P.A. relating to RC Trust II. **8.1 Opinion of Sullivan & Worcester LLP regarding tax matters. 12.1 Statement regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. 23.1 Consent of Neal E. Minahan (included in Exhibit 5.1). 23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2). 23.3 Consent of PricewaterhouseCoopers LLP. 24 Powers of Attorney (included in signature pages). **25.1 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture. **25.2 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Subordinated Indenture. **25.3 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Amended and Restated Declaration of Trust of RC Trust II. **25.4 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Raytheon Company Guarantee Agreement for RC Trust II. * Incorporated herein by reference. ** To be filed either by amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference in connection with the offering of offered securities, as appropriate.
                                                                     Exhibit 4.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                RAYTHEON COMPANY



         Raytheon  Company (the  "Corporation"),  a  corporation  organized  and
existing under the General Corporation Law of the State of Delaware, does hereby
state as follows:

         1.  The  present  name of the  Corporation  is  Raytheon  Company.  The
Corporation was originally incorporated under the name "Hughes Aircraft Company"
and its original  Certificate of  Incorporation  was filed with the Secretary of
State on December 17, 1953.

         2. This Restated  Certificate of Incorporation  was duly adopted by the
Board of Directors of the  Corporation  in  accordance  with the  provisions  of
Section 245 of the Delaware General Corporation Law.

         3.  This  Restated  Certificate  of  Incorporation  only  restates  and
integrates the provisions of the Corporation's  Certificate of Incorporation and
does not  further  amend the  provisions  of the  Corporation's  Certificate  of
Incorporation as heretofore amended or supplemented, and there is no discrepancy
between those provisions and the provisions of this Restated Certificate.

                                   Article I.
                                      Name

                 The name of the corporation  (which is hereinafter  referred to
as the "Corporation") is: "Raytheon Company"

                                   Article II.
                                Registered Agent

                 The address of the Corporation's registered office in the State
of Delaware is The Corporation  Trust Center,  1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  Article III.
                                     Purpose

                 The purpose of the Corporation shall be to engage in any lawful
act or activity for which  corporations may be organized and incorporated  under
the General Corporation Law of the State of Delaware (the "DGCL").






                                   Article IV.
                                  Capital Stock

                 Section 1. The Corporation is authorized to issue 1,650,000,000
shares of capital  stock of which (a)  1,450,000,000  shares  shall be shares of
Common  Stock $.01 par value per share  ("Common  Stock"),  and (b)  200,000,000
shares shall be shares of Preferred  Stock $.0l par value per share  ("Preferred
Stock").

                 Section  2.  Common  Stock.   Except  as  provided  herein,  as
otherwise  provided by law or by the  resolution or  resolutions  adopted by the
Board designating the rights,  powers and preferences of any series of Preferred
Stock,  the Common Stock shall have the exclusive right to vote for the election
of  directors  and for all other  purposes,  in each case acting by such vote as
required  under  applicable  law (or by such greater vote than would be required
under  applicable  law as  may be set  forth  herein  or in the  By-laws  of the
Corporation).  Each share of Common  Stock  shall have one vote,  and the Common
Stock shall vote together as a single class on all matters to be voted on by the
Corporation's stockholders.

                 Subject to the rights of the  holders of any class or series of
outstanding  Preferred  Stock and  subject  to any other  provisions  hereof and
applicable  law,  holders of Common Stock will be entitled to dividends and such
other distributions in cash, securities or property of the Corporation as may be
declared thereon by the Corporation's  Board of Directors,  out of funds legally
available  therefor,  whether  payable in cash,  property or  securities  of the
Corporation.

                 Section 3. Preferred  Stock.  The Preferred Stock may be issued
from  time to time in one or more  series.  The Board is  hereby  authorized  to
provide by resolution  from time to time for the issuance of shares of Preferred
Stock in series and, by filing a certificate  pursuant to the DGCL  (hereinafter
referred to as a "Preferred Stock Designation"),  to establish from time to time
the  number  of  shares  to be  included  in each  such  series,  and to fix the
designation,  powers,  privileges,  preferences and rights of the shares of each
such series and the qualifications,  limitations and restrictions  thereof.  The
authority  of the Board with respect to each series  shall  include,  but not be
limited to, determination of the following:

                 (a)  the   designation   of  the   series,   which  may  be  by
distinguishing number, letter or title;

                 (b) the number of shares of the series,  which number the Board
may  thereafter   (except  where  otherwise  provided  in  the  Preferred  Stock
Designation)  increase or decrease  (but not below the number of shares  thereof
then outstanding);

                 (c)  whether   dividends,   if  any,  shall  be  cumulative  or
noncumulative,  and,  in the case of  shares  of any  series  having  cumulative
dividend  rights,  the date or dates or method of determining  the date or dates
from which dividends on the shares of such series shall be cumulative;

                 (d) the rate of any  dividends (or method of  determining  such
dividends)  payable to the holders of the shares of such series,  any conditions
upon which such  dividends  shall be paid and the date or dates or the method of
determining the date or dates upon which such dividends shall be payable;


                                       -2-


                 (e) the price or prices (or method of determining such price or
prices) at which,  the form of  payment  of such  price or prices  (which may be
cash,  property  or  rights,   including  securities  of  the  same  or  another
corporation  or other entity) for which,  the period or periods within which and
the terms and  conditions  upon which the shares of such series may be redeemed,
in whole or in part,  at the option of the  Corporation  or at the option of the
holder or holders  thereof or upon the happening of a specified event or events,
if any;

                 (f) the  obligation,  if any, of the Corporation to purchase or
redeem  shares of such series  pursuant to a sinking fund or  otherwise  and the
price or prices at which, the form of payment of such price or prices (which may
be cash,  property  or  rights,  including  securities  of the  same or  another
corporation  or other entity) for which,  the period or periods within which and
the terms and conditions  upon which the shares of such series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation;

                 (g) the amount payable out of the assets of the  Corporation to
the holders of shares of the series in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation;

                 (h)  provisions,  if any, for the conversion or exchange of the
shares  of such  series,  at any time or times at the  option  of the  holder or
holders  thereof or at the option of the  Corporation or upon the happening of a
specified  event or  events,  into  shares of any other  class or classes or any
other  series of the same or any other  class or classes of stock,  or any other
security, of the Corporation,  or any other corporation or other entity, and the
price or prices or rate or rates of conversion  or exchange and any  adjustments
applicable  thereto,  and  all  other  terms  and  conditions  upon  which  such
conversion or exchange may be made;

                 (i)  restrictions  on the issuance of shares of the same series
or of any other class or series, if any; and

                 (j) the voting rights,  if any, of the holders of shares of the
series.

                 Section 4. Series A Junior  Participating  Preferred Stock. The
Board  hereby  authorizes  the  issuance  of the  Series A Junior  Participating
Preferred Stock as follows:

                 (a) Designation and Amount.  The shares of such series shall be
designated  as "Series A Junior  Participating  Preferred  Stock" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be 4,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series A  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible into Series A Preferred Stock.

                 (b) Dividends and Distributions.

                      (i)  Subject to the rights of the holders of any shares of
any series of Preferred  Stock (or any similar stock) ranking prior and superior
to the Series A Preferred Stock with respect to dividends, the holders of shares
of Series A Preferred Stock, in preference to the


                                      -3-


holders  of  shares  of Class A Common  Stock  and  Class B Common  Stock of the
Corporation,  and of any other junior stock shall be entitled to receive,  when,
as and if declared by the Board of Directors out of funds legally  available for
the  purpose,  quarterly  dividends  payable  in cash on the first day of March,
June,  September  and  December  in each year (each such date being  referred to
herein  as a  "Quarterly  Dividend  Payment  Date"),  commencing  on  the  first
Quarterly  Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A  Preferred  Stock in an amount per share  (rounded to the
nearest cent) equal to the greater of (A) $1 or (B) subject to the provision for
adjustment  hereinafter  set forth,  100 times the aggregate per share amount of
all cash  dividends,  and 100 times the aggregate  per share amount  (payable in
kind) of all non-cash  dividends or other  distributions,  other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding  shares of
Common Stock (by  reclassification  or otherwise),  declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly  Dividend  Payment Date,  since the first issuance of any
share or  fraction  of a share of  Series A  Preferred  Stock.  In the event the
Corporation  shall at any time  declare or pay any  dividend on the Common Stock
payable in shares of Common Stock,  or effect a subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
amount to which  holders of shares of Series A  Preferred  Stock  were  entitled
immediately prior to such event under clause (B) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction,  the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                      (ii)  The   Corporation   shall   declare  a  dividend  or
distribution  on the Series A Preferred  Stock as provided in  paragraph  (i) of
this subsection  immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or  distribution  shall have been declared on the
Common Stock during the period between any Quarterly  Dividend  Payment Date and
the next subsequent  Quarterly Dividend Payment Date, a dividend of $1 per share
on the Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

                      (iii) Dividends shall begin to accrue and be cumulative on
outstanding  shares of Series A  Preferred  Stock  from the  Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders of shares of Series A  Preferred  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series A Preferred  Stock in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of holders of shares of Series A  Preferred


                                      -4-


Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

                 (c) Voting Rights.  The holders of shares of Series A Preferred
Stock shall have the following voting rights:

                      (i) Subject to the  provision for  adjustment  hereinafter
set forth,  each share of Series A  Preferred  Stock  shall  entitle  the holder
thereof to 100 votes on all matters  submitted to a vote of the  stockholders of
the Corporation.  In the event the Corporation  shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  number of votes per share to which  holders  of shares of
Series A Preferred Stock were entitled  immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

                      (ii) Except as  otherwise  provided  herein,  in any other
Certificate of Designations  creating a series of Preferred Stock or any similar
stock or by law,  the  holders  of shares of  Series A  Preferred  Stock and the
holders of shares of Class B Common  Stock  shall vote  together as one class on
all matters submitted to a vote of stockholders of the Corporation.

                      (iii) Except as set forth herein, or as otherwise provided
by law,  holders of Series A Preferred Stock shall have no special voting rights
and their consent shall not be required  (except to the extent they are entitled
to vote  with  holders  of Common  Stock as set forth  herein)  for  taking  any
corporate action.

                 (d) Certain Restrictions.

                      (i) Whenever  quarterly  dividends  or other  dividends or
distributions  payable on the Series A  Preferred  Stock as  provided in Section
4(b) are in arrears,  thereafter and until all accrued and unpaid  dividends and
distributions,  whether or not declared,  on shares of Series A Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

                             (A)  declare  or pay  dividends,  or make any other
distributions,  on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

                             (B)  declare  or pay  dividends,  or make any other
distributions,  on any  shares  of  stock  ranking  on a  parity  (either  as to
dividends  or upon  liquidation,  dissolution  or winding  up) with the Series A
Preferred  Stock except  dividends paid ratably on the Series A Preferred  Stock
and all such  parity  stock on which  dividends  are  payable  or in  arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

                             (C) redeem or  purchase  or  otherwise  acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to


                                      -5-


the Series A  Preferred  Stock  provided  that the  Corporation  may at any time
redeem,  purchase  or  otherwise  acquire  shares  of any such  junior  stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends  or upon  dissolution,  liquidation  or  winding  up) to the  Series A
Preferred Stock; or

                             (D) redeem or  purchase  or  otherwise  acquire for
consideration  any  shares of Series A  Preferred  Stock or any  shares of stock
ranking on a parity with the Series A Preferred  Stock except in accordance with
a purchase offer made in writing or by  publication  (as determined by the Board
of  Directors)  to all  holders of such  shares  upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative  rights and  preferences  of the respective  series and classes,  shall
determine in good faith will result in fair and  equitable  treatment  among the
respective series or classes.

                      (ii) The  Corporation  shall not permit any  subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation  unless the Corporation  could,  under paragraph (i) of
this Section 4(d), purchase or otherwise acquire such shares at such time and in
such manner.

                 (e) Reacquired  Shares.  Any shares of Series A Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating  a series  of  Preferred  Stock or any  similar  stock or as  otherwise
required by law.

                 (f)   Liquidation,   Dissolution   or  Winding   Up.  Upon  any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series A
Preferred  Stock shall have  received  $100 per share,  plus an amount  equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series A
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock or (2) to the  holders  of  shares  of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A  Preferred  Stock  except  distributions  made  ratably on the Series A
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock then in each such case the  aggregate  amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the  preceding  sentence  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event


                                      -6-


and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                 (g) Consolidation,  Merger,  etc. In case the Corporation shall
enter into any consolidation,  merger, other than the merger of Raytheon Company
with and into the  Corporation,  combination  or other  transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal  to 100  times  the  aggregate  amount  of stock
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock  payable in shares of Common Stock or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock)  into a greater or lesser  number of shares of Common  Stock then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series A  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

                 (h) No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.

                 (i) Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

                 (j)  Amendment.   The  Certificate  of   Incorporation  of  the
Corporation  shall not be amended in any manner which would  materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least  two-thirds of the  outstanding  shares of Series A Preferred Stock voting
together as a single class.

                 Section 5.  General.  The Common  Stock shall be subject to the
express terms of the Preferred Stock and any series thereof. Except as otherwise
provided  by  law or by the  resolution  or  resolutions  adopted  by the  Board
designating the rights,  powers and preferences of any series of Preferred Stock
the Common  Stock  shall have the  exclusive  right to vote for the  election of
directors and for all other  purposes,  and holders of Preferred Stock shall not
be entitled to receive notice of any meeting of  stockholders  at which they are
not entitled to vote. The  Corporation  shall be entitled to treat the person in
whose name any share of its stock is  registered  as the owner  thereof  for all
purposes and shall not be bound to recognize any equitable or other claim to, or
interest  in,  such  share on the part of any other  person,  whether or not the
Corporation  shall  have  notice  thereof,   except  as  expressly  provided  by
applicable law.

                                   Article V.


                                      -7-


                               Stockholder Action

                 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
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") or by the Chairman of
the  Board  and  any  power  of  stockholders  to  call  a  special  meeting  is
specifically  denied.  No business other than that stated in the notice shall be
transacted at any special meeting.

                                   Article VI.
                               Board of Directors

                 Section 1. Number,  election and terms. The number of directors
of the  Corporation  shall be,  except as otherwise  fixed by or pursuant to the
provisions  of Article IV  relating 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 to elect additional  directors under specified  circumstances,
fixed  from time to time  exclusively  pursuant  to a  resolution  adopted  by a
majority of the Whole Board (but shall not be less than three).  The  directors,
other than  those who may be  elected  by the  holders of any class or series of
stock  having  a  preference  over the  Common  Stock  as to  dividends  or upon
liquidation,  shall be  classified,  with  respect  to the time for  which  they
severally  hold  office,  into  three  classes,  as  nearly  equal in  number as
possible,  one class to be originally  elected for a term expiring at the annual
meeting  of  stockholders  to be held in 1998,  another  class to be  originally
elected for a term expiring at the annual meeting of  stockholders to be held in
1999,  and another  class to be  originally  elected for a term  expiring at the
annual meeting of  stockholders  to be held in 2000,  with each director to hold
office until such  person's  successor is duly  elected and  qualified.  At each
succeeding  annual meeting of stockholders,  directors  elected to succeed those
directors  whose  terms then  expire  shall be  elected  for a term of office to
expire at the third  succeeding  annual  meeting  of  stockholders  after  their
election,  with each director to hold office until such person's successor shall
have been duly elected and qualified.

                 Section  2.  Stockholder  nomination  of  director  candidates;
Stockholder Proposal of Business.  Advance notice of stockholder nominations for
the election of directors and of the proposal of business by stockholders  shall
be given in the manner  provided in the By-Laws of the  Corporation,  as amended
and in effect from time to time.

                 Section 3. Vacancies and newly created directorships. Except as
otherwise  provided for or fixed by or pursuant to the  provisions of Article IV
relating 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  to elect
directors  under specified  circumstances,  (i) vacancies on the Board resulting
from  death,  resignation,  disqualification,  removal or other  cause  shall be
filled by the affirmative vote of a majority of the remaining  directors then in
office, even though


                                      -8-


less than a quorum of the  Board,  and not by the  stockholders  and (ii)  newly
created  directorships  resulting  from any  increase in the number of directors
after  the  adoption  of a  resolution  by a  majority  of the  Whole  Board  in
accordance  with Section 1 of this Article VI shall be filled by the affirmative
vote of the holders of Common Stock, voting in accordance with the provisions of
Section 2 of Article IV.

                 Any  director  appointed in  accordance  with clause (i) of the
preceding sentence shall hold office until the next annual or special meeting of
stockholders  and until such  director's  successor shall have been duly elected
and  qualified.  Any  director  elected in  accordance  with  clause (ii) of the
preceding  sentence  shall hold office for the remainder of the full term of the
class of  director  in which the new  directorship  was  created  and until such
director's successor shall have been duly elected and qualified.  No decrease in
the number of  directors  constituting  the Board shall  shorten the term of any
incumbent director.

                 Section  4.  Removal.  Subject  to the  rights  of any class or
series of stock  having a  preference  over the Common  Stock as to dividends or
upon liquidation to elect directors under specified circumstances,  any director
may be removed from office only for cause by the affirmative vote of the holders
of the shares of Common  Stock,  voting in  accordance  with the  provisions  of
Section 2 of Article IV.

                                  Article VII.
                                     By-Laws

                 The By-Laws  may be altered or repealed  and new By-Laws may be
adopted (1) at any annual or special meeting of stockholders, by the affirmative
vote of the  holders of the shares of Common  Stock  voting in  accordance  with
Section  2 of  Article  IV;  provided,  however,  that in the  case of any  such
stockholder action at a special meeting of stockholders,  notice of the proposed
alteration, repeal or adoption of the new By-Law or By-Laws must be contained in
the notice of such special meeting, or (2) by the affirmative vote of a majority
of the Whole Board.

                                  Article VIII.
                    Amendment of Certificate of Incorporation

                 The  Corporation  reserves  the  right at any time from time to
time  to  amend,  alter,  change  or  repeal  any  provision  contained  in this
Certificate of Incorporation, and any other provisions authorized by the laws of
the  State of  Delaware  at the time in force may be added or  inserted,  in the
manner now or hereafter prescribed by law; and, except as set forth in Article X
all rights,  preferences  and  privileges of whatsoever  nature  conferred  upon
stockholders,  directors or any other persons whomsoever by and pursuant to this
Certificate  of  Incorporation  in its present form or as hereafter  amended are
granted subject to the right reserved in this Article.

                                   Article IX.
                                Corporate Action

                 In  addition  to any other  considerations  which the Board may
lawfully take into account,  in  determining  whether to take or to refrain from
taking corporate action on any matter, including making or declining to make any
recommendation  to the  stockholders  of the  Corporation,  the Board may in its
discretion  consider the long-term as well as short-term  best


                                      -9-


interests of the Corporation (including the possibility that these interests may
be best served by the continued  independence of the  Corporation),  taking into
account,  and weighing as the directors  deem  appropriate,  the effects of such
action  on  employees,  suppliers  and  customers  of the  Corporation  and  its
subsidiaries  and  the  effect  upon  communities  in  which  offices  or  other
facilities of the Corporation  are located,  and any other factors the directors
consider pertinent.


                                   Article X.
                  Section 1. Limited Liability; Indemnification


                 Section 1. Limited  Liability of  Directors.  A director of the
Corporation   shall  not  be  personally   liable  to  the  Corporation  or  its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except to the extent such exemption from liability or limitation  thereof is not
permitted under the DGCL as the same exists or may hereafter be amended. Neither
the  amendment  nor repeal of  Section 1 of this  Article X shall  eliminate  or
reduce  the  effect of  Section 1 of this  Article X in  respect  of any  matter
occurring, or any cause of action, suit or claim that, but for Section l of this
Article X would accrue or arise, prior to such amendment or repeal.

                 Section 2. Indemnification and Insurance.

                 (a) Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,  suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter  a  "proceeding"),  by reason of the fact  that such  person,  or a
person of whom such person is the legal representative,  is or was a director or
officer  of  the  Corporation  or is or  was  serving  at  the  request  of  the
Corporation as a director or officer of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an official  capacity as a director or officer or in any other capacity while
serving as a director or officer shall be  indemnified  and held harmless by the
Corporation to the fullest extent  authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, to the fullest
extent  permitted  by law,  only to the extent that such  amendment  permits the
Corporation to provide  broader  indemnification  rights than said law permitted
the  Corporation  to provide  prior to such  amendment),  against  all  expense,
liability and loss (including attorneys' fees, judgment,  fines, amounts paid or
to be paid in  settlement,  and  excise  taxes or  penalties  arising  under the
Employee Retirement Income Security Act of 1974, as in effect from time to time)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer,  and shall inure to the benefit of such person's  heirs,  executors and
administrators;  provided, however, that, except as provided in paragraph (b) of
this  Section,   the  Corporation   shall  indemnify  any  such  person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
Board.  The  right  to  indemnification  conferred  in this  Section  shall be a
contract  right and shall  include  the  right to have the  Corporation  pay the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition;  any  advance  payments  to be paid by the  Corporation  within  20
calendar days after the receipt by the  Corporation of a statement or


                                      -10-


statements  from the claimant  requesting  such advance or advances from time to
time;  provided,  however,  that,  if and to the extent the DGCL  requires,  the
payment of such  expenses  incurred  by a director  or officer in such  person's
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the Corporation of an undertaking,  by or on behalf of such director or officer,
to repay all amounts so advanced if it shall  ultimately be determined that such
director or officer is not  entitled  to be  indemnified  under this  Section or
otherwise.  The Corporation  may, to the extent  authorized from time to time by
the Board, grant rights to  indemnification,  and rights to have the Corporation
pay the expenses  incurred in defending  any  proceeding in advance of its final
disposition,  to any employee or agent of the  Corporation to the fullest extent
of the  provisions  of this  Article  with  respect to the  indemnification  and
advancement of expenses of directors and officers of the Corporation.

                 (b) Right of Claimant to Bring Suit. If a claim under paragraph
(a) of this  Section is not paid in full by the  Corporation  within 30 calendar
days after a written  claim has been received by the  Corporation,  the claimant
may at any time  thereafter  bring suit against the  Corporation  to recover the
unpaid amount of the claim and, if successful in whole or in part,  the claimant
shall be  entitled  to be paid also the expense of  prosecuting  such claim.  It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses  incurred in defending any proceeding in advance of its final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered  to the  Corporation)  that the  claimant  has not met the  standard of
conduct  which  makes it  permissible  under  the DGCL  for the  Corporation  to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because the claimant has met the applicable standard of conduct set forth in the
DGCL,  nor an actual  determination  by the  Corporation  (including  its Board,
independent legal counsel,  or its  stockholders)  that the claimant has not met
such applicable standard of conduct,  shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

                 (c) Non-Exclusivity of Rights. The right to indemnification and
the payment of expenses  incurred in  defending a  proceeding  in advance of its
final disposition  conferred in this Section shall not be exclusive of any other
right which any person (including,  without limitation, any person other than an
officer or director of the Corporation) may have or hereafter  acquire under any
statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote
of  stockholders  or  disinterested   directors  or  otherwise.   No  repeal  or
modification  of this Article shall in any way diminish or adversely  affect the
rights of any director or officer of the Corporation hereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.

                 (d) Insurance.  The Corporation may maintain insurance,  at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,


                                      -11-


whether or not the  Corporation  would have the power to  indemnify  such person
against such expense, liability or loss under the DGCL.

                 (e)  Severability.  If any  provision  or  provisions  of  this
Article X shall be held to be invalid,  illegal or unenforceable  for any reason
whatsoever:  (1) the  validity,  legality and  enforceability  of the  remaining
provisions of this Article X (including, without limitation, each portion of any
paragraph of this Article X containing  any such  provision  held to be invalid,
illegal or  unenforceable,  that is not itself  held to be  invalid,  illegal or
unenforceable)  shall not in any way be affected or impaired thereby, and (2) to
the fullest  extent  possible,  the  provisions  of this  Article X  (including,
without  limitation,  each  such  portion  of any  paragraph  of this  Article X
containing  any such  provision  held to be invalid,  illegal or  unenforceable)
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

                  IN WITNESS  WHEREOF,  the Corporation has caused this Restated
Certificate of Incorporation to be duly executed this 2nd day of April, 2002.

                                          RAYTHEON COMPANY



                                          By: /s/ John W. Kapples
                                              John W. Kapples
                                              Vice President and Secretary






                                                                     Exhibit 4.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                RAYTHEON COMPANY

                            (As of December 19, 2001)

                   Incorporated under the Laws of the State of
                                    Delaware






                                    ARTICLE I
                               Offices and Records

                  Section 1.1.  Delaware  Office.  The  principal  office of the
Corporation in the State of Delaware shall be located in the City of Wilmington,
County of New Castle,  and the name and address of its  registered  agent is The
Corporation Trust Company, 1209 Orange Street in the City of Wilmington,  County
of New Castle.

                  Section 1.2.  Other  Offices.  The  Corporation  may have such
other offices,  either within or outside the State of Delaware,  as the Board of
Directors of the  Corporation  (the "Board") may designate or as the business of
the Corporation may from time to time require.

                  Section 1.3.  Books and Records.  The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board.

                                   ARTICLE II
                                  Stockholders

                  Section  2.1.  Annual  Meeting.  The  annual  meeting  of  the
stockholders of the  Corporation  shall be held on such date and at such time as
may be fixed by resolution of the Board.

                  Section 2.2. Special Meeting.  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 by (i) 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")
or (ii) by the Chairman of the Board.  No business other than that stated in the
notice shall be transacted at any special meeting.




                  Section  2.3.  Place of Meeting.  The Board or the Chairman of
the Board, as the case may be, may designate the place of meeting for any annual
meeting or for any special meeting of the stockholders.  If no designation is so
made, the place of meeting shall be the principal office of the Corporation.

                  Section  2.4.  Notice of  Meeting.  Written or printed  notice
stating  (i) the place,  day and hour of the  meeting,  and (ii) the  purpose or
purposes for which the meeting is called,  shall be delivered by the Corporation
not less than 10 calendar days nor more than 60 calendar days before the date of
the  meeting,  either  personally  or by mail,  to each  stockholder  of  record
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid,
addressed to the stockholder at such person's address as it appears on the stock
transfer books of the Corporation.  Such further notice shall be given as may be
required by law. Only such business  shall be conducted at a special  meeting of
stockholders  as shall have been  brought  before the  meeting  pursuant  to the
Corporation's  notice of meeting.  Meetings  may be held  without  notice if all
stockholders  entitled to vote are present,  or if notice is waived by those not
present  in  accordance  with  Section  6.4 of  these  By-Laws.  Any  previously
scheduled meeting of the stockholders may be postponed,  and any special meeting
of the  stockholders  may be canceled,  by  resolution  of the Board upon public
notice  given  prior to the  date  previously  scheduled  for  such  meeting  of
stockholders.

                  Section  2.5.  Quorum  and  Adjournment;   Voting.  Except  as
otherwise provided by law or by the Restated Certificate of Incorporation of the
Corporation  (as amended and in effect from time to time,  the  "Certificate  of
Incorporation"),  the  holders  of  a  majority  of  the  voting  power  of  all
outstanding  shares  of  capital  stock  of the  Corporation  entitled  to  vote
generally in the election of directors  (the  "Voting  Stock"),  represented  in
person or by proxy,  shall  constitute  a quorum at a meeting  of  stockholders,
except  that when  specified  business is to be voted on by a class or series of
stock  voting as a class,  the  holders of a majority of the shares of each such
class or  series  shall  constitute  a quorum of such  class or  series  for the
transaction of such business and a quorum of each such class or series  entitled
to vote thereon shall be required to act. To the extent that a quorum is present
with respect to  consideration  of and action on a particular  matter or matters
but a quorum is not present as to another  matter or matters,  consideration  of
and  action on the matter or  matters  for which a quorum is present  may occur,
and,  after such  consideration  and action,  the meeting may be  adjourned  for
purposes of the consideration of and action on the matter or matters for which a
quorum is not present.  The Chairman of the meeting may adjourn the meeting from
time to time,  whether or not there is such a quorum.  No notice of the time and
place of  adjourned  meetings  need be given  except  as  required  by law.  The
stockholders  present at a duly called  meeting at which a quorum is present may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

                  Section  2.6.  Proxies.  At all  meetings of  stockholders,  a
stockholder may vote by proxy executed in writing (or in such manner  prescribed
by the General  Corporation  Law of the State of Delaware  (the  "DGCL")) by the
stockholder, or by such person's duly authorized attorney in fact.

                  Section 2.7. Notice of Stockholder Business and Nominations.


                                      -2-


                  (A) Annual Meetings of Stockholders.

                  (1)  Nominations  of persons for election to the Board and the
proposal of  business to be  considered  by the  stockholders  may be made at an
annual  meeting of  stockholders  (a)  pursuant to the  Corporation's  notice of
meeting pursuant to Section 2.4 of these By-Laws,  (b) by or at the direction of
the Board, or (c) by any stockholder of the Corporation who was a stockholder of
record  at the time of  giving of notice  provided  for in this  By-Law,  who is
entitled to vote at the meeting and who complies with the notice  procedures set
forth in this By-Law.

                  (2) For  nominations or other business to be properly  brought
before an annual  meeting by a  stockholder  pursuant to clause (c) of paragraph
(A)(l) of this By-Law,  the stockholder must have given timely notice thereof in
writing  to the  Secretary  of the  Corporation  and such  other  business  must
otherwise  be  a  proper  matter  for  stockholder   action.  To  be  timely,  a
stockholder's  notice  shall be  delivered  to the  Secretary  at the  principal
executive offices of the Corporation not later than the close of business on the
90th  calendar day nor earlier than the close of business on the 120th  calendar
day prior to the first  anniversary  of the  preceding  year's  annual  meeting;
provided, however, that in the event that the date of the annual meeting is more
than  30  calendar  days  before  or more  than  60  calendar  days  after  such
anniversary  date,  notice by the  stockholder to be timely must be so delivered
not earlier  than the close of business on the 120th  calendar day prior to such
annual meeting and not later than the close of business on the later of the 90th
calendar day prior to such annual meeting or the 10th calendar day following the
calendar day on which public  announcement  of the date of such meeting is first
made by the  Corporation.  In no  event  shall  the  public  announcement  of an
adjournment of an annual meeting  commence a new time period for the giving of a
stockholder's  notice as described above.  Such  stockholder's  notice shall set
forth (a) as to each  person  whom the  stockholder  proposes  to  nominate  for
election or  re-election as a director all  information  relating to such person
that is required to be  disclosed  in  solicitations  of proxies for election of
directors  in an  election  contest,  or is  otherwise  required,  in each  case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  and Rule 14a-11  thereunder  (including  such  person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving  as a  director  if  elected);  (b) as to any  other  business  that the
stockholder  proposes to bring before the meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reasons for conducting
such business at the meeting and any financial interest in such business of such
stockholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made; and (c) as to the stockholder  giving the notice and the beneficial owner,
if any,  on whose  behalf the  nomination  or  proposal is made (i) the name and
address of such stockholder,  as they appear on the Corporation's  books, and of
such beneficial owner and (ii) the class and number of shares of the Corporation
which  are  owned  beneficially  and of  record  by such  stockholder  and  such
beneficial owner.

                  (3)  Notwithstanding   anything  in  the  second  sentence  of
paragraph (A)(2) of this By-Law to the contrary, in the event that the number of
directors  to be  elected  to the  Board is  increased  and  there is no  public
announcement  by the  Corporation  naming all of the  nominees  for  director or
specifying  the size of the increased  Board at least 100 calendar days prior to
the first  anniversary of the preceding  year's annual meeting,  a stockholder's
notice  required by this By-Law shall also be considered  timely,  but only with
respect to nominees for any new positions created by such increase,  if it shall
be  delivered  to  the  Secretary  at the  principal  executive  offices


                                      -3-


of the Corporation not later than the close of business on the 10th calendar day
following  the day on  which  such  public  announcement  is  first  made by the
Corporation.

                  (B) Special Meetings of Stockholders.

                  Only such business shall be conducted at a special  meeting of
stockholders  as shall have been  brought  before the  meeting  pursuant  to the
Corporation's notice of meeting under Section 2.4 of these By-Laws.  Nominations
of  persons  for  election  to the  Board may be made at a  special  meeting  of
stockholders at which directors are to be elected pursuant to the  Corporation's
notice of meeting (a) by or at the direction of the Board,  or (b) provided that
the Board has determined that directors shall be elected at such meeting, by any
stockholder  of the  Corporation  who is a stockholder  of record at the time of
giving of notice  provided for in this By-Law,  who shall be entitled to vote at
the  meeting  and who  complies  with the  notice  procedures  set forth in this
By-Law. In the event the Corporation calls a special meeting of stockholders for
the purpose of electing one or more directors to the Board,  any stockholder may
nominate  a  person  or  persons  (as the case may  be),  for  election  to such
position(s) as specified in the Corporation's notice of meeting pursuant to such
clause (b), if the  stockholder's  notice  required by paragraph  (A)(2) of this
By-Law shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the 120th calendar day
prior to such  special  meeting  and not later than the close of business on the
later  of the  90th  calendar  day  prior to such  special  meeting  or the 10th
calendar day following the day on which public announcement is first made of the
date of the  special  meeting  and of the  nominees  proposed by the Board to be
elected  at such  meeting.  In no event  shall  the  public  announcement  of an
adjournment of a special meeting  commence a new time period for the giving of a
stockholder's notice as described above.

                  (C) General.

                  (1) Only such persons who are nominated in accordance with the
procedures  set forth in this By-Law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this  By-Law.   Except  as  otherwise   provided  by  law,  the  Certificate  of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this By-Law and, if any  proposed
nomination  or business is not in compliance  with this By-Law,  to declare that
such defective proposal or nomination shall be disregarded.

                  (2) For purposes of this By-Law,  "public  announcement" shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  By-Law.  Nothing  in this  By-Law  shall be deemed to affect  any
rights  (i)  of   stockholders   to  request   inclusion  of  proposals  in  the


                                      -4-


Corporation's  proxy  statement  pursuant to Rule 14-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under an
applicable  Preferred  Stock  Designation  (as  defined  in the  Certificate  of
Incorporation).

                  Section 2.8.  Procedure  for Election of  Directors;  Required
Vote.  Election  of  directors  at all  meetings  of the  stockholders  at which
directors  are to be elected shall be by ballot,  and,  subject to the rights of
the  holders  of any  series  of  Preferred  Stock to elect  directors  under an
applicable  Preferred Stock  Designation,  a plurality of the votes cast thereat
shall elect directors.  Except as otherwise  provided by law, the Certificate of
Incorporation,  Preferred Stock  Designation,  or these By-Laws,  in all matters
other than the election of directors,  the affirmative vote of a majority of the
voting  power of the  shares  present in person or  represented  by proxy at the
meeting and entitled to vote on the matter shall be the act of the stockholders.

                  Section 2.9. Inspectors of Elections;  Opening and Closing the
Polls. The Board by resolution  shall appoint,  or shall authorize an officer of
the  Corporation  to  appoint,  one  or  more  inspectors,  which  inspector  or
inspectors  may  include   individuals   who  serve  the  Corporation  in  other
capacities,  including,  without limitation, as officers,  employees,  agents or
representatives,  to act at the  meetings  of  stockholders  and make a  written
report thereof. One or more persons may be designated as alternate inspectors to
replace any  inspector  who fails to act. If no inspector or alternate  has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector,  before discharging such person's duties, shall take and sign an oath
to execute  faithfully  the duties of  inspector  with strict  impartiality  and
according to the best of such person's ability.  The inspector(s) shall have the
duties  prescribed by law. The Chairman of the meeting shall fix and announce at
the  meeting  the date and time of the  opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.

                  Section 2.10. No Stockholder  Action by Written  Consent.  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.

                                   ARTICLE III
                               Board of Directors

                  Section 3.1.  General Powers.  The business and affairs of the
Corporation  shall be managed under the  direction of the Board.  In addition to
the powers and authorities by these By-Laws  expressly  conferred upon them, the
Board may  exercise  all such powers of the  Corporation  and do all such lawful
acts and things as are not by statute or by the Certificate of  Incorporation or
by these By-Laws required to be exercised or done by the stockholders.

                  Section 3.2.  Number and Tenure.  Except as otherwise fixed by
or pursuant to the provisions of Article IV of the Certificate of  Incorporation
relating 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  to elect
additional directors under specified circumstances,  the number of the directors
of the  Corporation  shall be as set  forth  in,  and  fixed  from  time to time
exclusively  in the  manner  set  forth in,  Article  VI of the  Certificate  of
Incorporation.


                                      -5-


                  Section 3.3. Regular Meetings.  A regular meeting of the Board
shall be held without other notice than this By-Law  immediately  after,  and at
the same place as,  the  annual  meeting  of  stockholders.  The Board  may,  by
resolution,  provide  the time and place for the holding of  additional  regular
meetings without other notice than such resolution.

                  Section 3.4. Special  Meetings.  Special meetings of the Board
shall be called at the request of the Chairman of the Board,  the President or a
majority of the Board then in office.  The person or persons  authorized to call
special meetings of the Board may fix the place and time of the meetings.

                  Section  3.5.  Notice.   Notice  of  any  special  meeting  of
directors shall be given to each director at such person's business or residence
in writing by hand delivery,  first-class or overnight mail,  courier service or
facsimile  transmission,  or orally by telephone. If mailed by first-class mail,
such notice shall be deemed  adequately  delivered  when deposited in the United
States mails so addressed,  with postage  thereon  prepaid,  at least 5 calendar
days before such meeting.  If by overnight mail or courier service,  such notice
shall be  deemed  adequately  delivered  when the  notice  is  delivered  to the
overnight mail or courier service company at least 24 hours before such meeting.
If by facsimile  transmission,  such notice shall be deemed adequately delivered
when the notice is  transmitted  at least 12 hours  before such  meeting.  If by
telephone or by hand delivery, the notice shall be given at least 12 hours prior
to the time set for the meeting.  Neither the business to be transacted  at, nor
the purpose of, any regular or special meeting of the Board need be specified in
the notice of such meeting,  except for amendments to these By-Laws, as provided
under  Section 8.1. A meeting may be held at any time without  notice if all the
directors are present or if those not present waive notice of the meeting either
before or after such meeting.

                  Section  3.6.  Action by  Consent of Board of  Directors.  Any
action  required or  permitted to be taken at any meeting of the Board or of any
committee  thereof may be taken without a meeting if all members of the Board or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

                  Section 3.7.  Conference  Telephone  Meetings.  Members of the
Board or any committee thereof may participate in a meeting of the Board or such
committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and such participation in a meeting shall constitute  presence in person at such
meeting.

                  Section 3.8. Quorum. Subject to Section 3.9, a whole number of
directors  equal to at least a majority of the Whole Board  shall  constitute  a
quorum for the transaction of business, but if at any meeting of the Board there
shall be less than a quorum  present,  a majority of the  directors  present may
adjourn the meeting from time to time  without  further  notice.  The act of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board. The directors present at a duly organized meeting
may  continue  to  transact  business  until  adjournment,  notwithstanding  the
withdrawal of enough directors to leave less than a quorum.


                                      -6-


                  Section 3.9.  Vacancies.  Except as otherwise  provided for or
fixed by or  pursuant  to the  provisions  of Article IV of the  Certificate  of
Incorporation  relating  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 to elect  directors  under  specified  circumstances,  newly created
directorships  resulting  from any increase in the number of  Directors  and any
vacancies  on the Board  resulting  from death,  resignation,  disqualification,
removal or other  cause shall be filled in  accordance  with,  and any  director
elected to such newly  created  directorships  shall hold  office in  accordance
with, Article VI of the Certificate of Incorporation.  No decrease in the number
of  directors  constituting  the Board shall  shorten the term of any  incumbent
director.

                  Section 3.10. Committees. (a) The Board, by resolution adopted
by a majority of the Whole Board, may designate one or more committees which, to
the  extent   permitted  by  law,  may  exercise   such  powers  and  have  such
responsibilities  as shall be  specified  in the  designating  resolution.  Each
committee shall consist of two or more directors of the  Corporation.  The Board
may designate one or more directors as alternate  members of any committee,  who
may replace any absent or  disqualified  member at any meeting of the committee.
In  the  absence  or  disqualification  of  any  member  of  such  committee  or
committees,  the  member or  members  thereof  present  at any  meeting  and not
disqualified from voting,  whether or not constituting a quorum, may unanimously
appoint  another  member of the Board to act at the  meeting in the place of any
such absent or disqualified member. Each committee shall keep written minutes of
its proceedings and shall report such proceedings to the Board when required.

                  (b) A majority of any  committee  may determine its action and
fix the time  and  place of its  meetings,  unless  the  Board  shall  otherwise
provide.  Notice of such meetings shall be given to each member of the committee
in the manner provided for in Section 3.5 of these By-Laws. The Board shall have
power at any time to fill  vacancies  in, to  change  the  membership  of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who  are not  directors  of the  Corporation;  provided,  however,  that no such
committee shall have or may exercise any authority of the Board.

                  Section 3.11. Removal. Any director may be removed from office
only in accordance with Article VI of the Certificate of Incorporation.

                  Section  3.12.  Records.  The Board  shall  cause to be kept a
record  containing  the minutes of the  proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper  conduct of the business
of the Corporation.

                                   ARTICLE IV
                                    Officers

                  Section 4.1.  Elected  Officers.  The elected  officers of the
Corporation  shall be a Chairman  of the Board,  a Chief  Financial  Officer,  a
Secretary, a Treasurer, and such other officers (including,  without limitation,
a President,  Senior Vice  Presidents  and Executive  Vice  Presidents  and Vice
Presidents) as the Board from time to time may deem proper.  The Chairman of the
Board  shall be chosen from among the  directors.  All  officers  elected by the
Board  shall


                                      -7-


each have such  powers  and  duties as  generally  pertain  to their  respective
offices,  subject to the specific  provisions  of this Article IV. Such officers
shall also have such powers and duties as from time to time may be  conferred by
the Board or by any committee  thereof.  The Board or any committee  thereof may
from time to time elect,  or the Chairman of the Board or President may appoint,
such  other  officers  (including  one or  more  Vice  Presidents,  Controllers,
Assistant  Secretaries  and  Assistant  Treasurers),  as  may  be  necessary  or
desirable  for the  conduct  of the  business  of the  Corporation.  Such  other
officers and agents shall have such duties and shall hold their offices for such
terms as shall be provided in these By-Laws or as may be prescribed by the Board
or such committee or by the Chairman of the Board or President,  as the case may
be.

                  Section 4.2. Election and Term of Office. The elected officers
of the Corporation shall be elected annually by the Board at the regular meeting
of the Board held after the annual meeting of the stockholders.  If the election
of officers  shall not be held at such meeting,  such election  shall be held as
soon  thereafter  as  convenient.  Each  officer  shall hold  office  until such
person's  successor  shall have been duly  elected and shall have  qualified  or
until  such  person's  death or until  such  person  shall  resign or be removed
pursuant to Section 4.9.

                  Section 4.3. Chairman of the Board;  Chief Executive  Officer.
The Chairman of the Board shall preside at all meetings of the  stockholders and
of the Board and shall be the Chief Executive  Officer of the  Corporation.  The
Chairman of the Board shall be  responsible  for the general  management  of the
affairs of the  Corporation  and shall  perform  all duties  incidental  to such
person's  office  which may be required by law and all such other  duties as are
properly  required of such person by the Board.  The Chairman of the Board shall
make  reports to the Board and the  stockholders,  and shall see that all orders
and  resolutions  of the Board and of any  committee  thereof are  carried  into
effect. The Chairman of the Board may also serve as President,  if so elected by
the Board.  The directors also may elect a Vice-Chairman  to act in the place of
the Chairman upon his or her absence or inability to act.

                  Section 4.4.  Chief  Financial  Officer.  The Chief  Financial
Officer shall be the principal  financial  officer of the  Corporation and shall
have such  powers and shall  perform  such  duties as shall be  assigned to such
person by the Board.

                  Section 4.5. President.  The President, if any, shall act in a
general  executive  capacity  and shall  assist the Chairman of the Board in the
administration   and  operation  of  the  Corporation's   business  and  general
supervision of its policies and affairs.  The President,  if he or she is also a
director,  shall,  in the absence of or because of the  inability  to act of the
Chairman  of the  Board,  perform  all duties of the  Chairman  of the Board and
preside at all meetings of stockholders and of the Board.

                  Section 4.6. Vice  Presidents.  Each Senior Vice President and
Executive Vice President and any Vice President shall have such powers and shall
perform such duties as shall be assigned to such person by the Board.

                  Section 4.7.  Treasurer.  The Treasurer shall exercise general
supervision  over the receipt,  custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such banks
as may be  authorized  by the Board,  or in such banks as may be  designated  as
depositories  in the manner  provided by resolution of the Board.


                                      -8-


The Treasurer  shall have such further powers and duties and shall be subject to
such directions as may be granted or imposed from time to time by the Board, the
Chairman of the Board, the President, if any, or the Chief Financial Officer.

                  Section 4.8. Secretary.  (a) The Secretary shall keep or cause
to be kept in one or more books  provided for that  purpose,  the minutes of all
meetings of the Board,  the  committees of the Board and the  stockholders;  the
Secretary  shall see that all  notices  are duly  given in  accordance  with the
provisions  of these  By-Laws and as required by law;  shall be custodian of the
records  and the seal of the  Corporation  and affix and  attest the seal to all
stock  certificates  of the  Corporation  (unless the seal of the Corporation on
such certificates shall be a facsimile,  as hereinafter  provided) and affix and
attest  the  seal  to all  other  documents  to be  executed  on  behalf  of the
Corporation under its seal; and shall see that the books,  reports,  statements,
certificates  and other  documents  and  records  required by law to be kept and
filed are properly kept and filed; and in general,  shall perform all the duties
incident to the office of  Secretary  and such other duties as from time to time
may be assigned to the Secretary by the Board,  the Chairman of the Board or the
President.

                  (b) Assistant Secretaries shall have such of the authority and
perform such of the duties of the  Secretary as may be provided in these By-Laws
or  assigned  to  them by the  Board  or the  Chairman  of the  Board  or by the
Secretary.   During  the  Secretary's  absence  or  inability,  the  Secretary's
authority and duties shall be possessed by such Assistant Secretary or Assistant
Secretaries  as the Board,  the Chairman of the Board,  the  President or a Vice
Chairman of the Board may designate.

                  Section 4.9. Removal. Any officer elected, or agent appointed,
by the Board may be removed by the  affirmative  vote of a majority of the Whole
Board whenever,  in their judgment,  the best interests of the Corporation would
be served  thereby.  Any officer or agent appointed by the Chairman of the Board
or the  President  may be  removed by such  person  whenever,  in such  person's
judgment,  the best interests of the  Corporation  would be served  thereby.  No
elected  officer shall have any  contractual  rights against the Corporation for
compensation  by virtue of such election beyond the date of the election of such
person's  successor,  such person's  death,  such person's  resignation  or such
person's  removal,  whichever  event  shall  first  occur,  except as  otherwise
provided in an employment  contract or under an employee  deferred  compensation
plan.

                  Section 4.10. Vacancies.  A newly created elected office and a
vacancy in any elected office because of death,  resignation,  or removal may be
filled by the Board for the unexpired  portion of the term at any meeting of the
Board.  Any vacancy in an office  appointed  by the Chairman of the Board or the
President  because  of  death,  resignation,  or  removal  may be  filled by the
Chairman of the Board or the President.

                                    ARTICLE V
                        Stock Certificates and Transfers

                  Section  5.1.  Stock  Certificates  and  Transfers.   (a)  The
interest  of  each  stockholder  of  the  Corporation   shall  be  evidenced  by
certificates for shares of stock in such form as the appropriate officers of the
Corporation may from time to time prescribe  unless the board


                                      -9-


of directors shall by resolution provide that some or all or any class or series
of stock shall be uncertificated  shares. Any such resolution shall not apply to
shares  represented by a certificate until the certificate is surrendered to the
Corporation.  Notwithstanding  the  adoption  of any  resolution  providing  for
uncertificated  shares,  every holder of stock  represented by certificates  and
upon request every holder of  uncertificated  shares shall be entitled to have a
certificate  signed by, or in the name of the  Corporation  by, the  Chairman or
Vice-Chairman, if any, of the Board, or the President or any Vice President, and
by the  Treasurer or an Assistant  Treasurer,  or the  Secretary or an Assistant
Secretary, representing the number of shares registered in certificated form.

                  (b) The  shares  of the  stock  of the  Corporation  shall  be
transferred  on the books of the  Corporation by the holder thereof in person or
by such person's  attorney,  upon surrender for cancellation of certificates for
at least the same  number of shares,  with an  assignment  and power of transfer
endorsed  thereon or attached  thereto,  duly  executed,  with such proof of the
authenticity  of the signature as the  Corporation  or its agents may reasonably
require. The certificates of stock shall be signed, countersigned and registered
in such manner as the Board may by resolution  prescribe,  which  resolution may
permit all or any of the signatures on such certificates to be in facsimile.  In
case any officer,  transfer agent or registrar who has signed or whose facsimile
signature  has been placed  upon a  certificate  has ceased to be such  officer,
transfer agent or registrar before such certificate is issued,  it may be issued
by the  Corporation  with the same effect as if he were such  officer,  transfer
agent or registrar at the date of issue.

                  Section  5.2.  Lost,  Stolen  or  Destroyed  Certificates.  No
certificate for shares of stock in the  Corporation  shall be issued in place of
any  certificate  alleged to have been  lost,  destroyed  or  stolen,  except on
production of such evidence of such loss,  destruction  or theft and on delivery
to the  Corporation  of a bond of indemnity in such amount,  upon such terms and
secured by such surety, as the Board or any financial officer may in its or such
person's discretion require.

                                   ARTICLE VI
                            Miscellaneous Provisions

                  Section 6.1.  Fiscal Year. The fiscal year of the  Corporation
shall  begin on the  first day of  January  and end on the  thirty-first  day of
December of each year.

                  Section  6.2.  Dividends.  The  Board  may  from  time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions  provided by law and the Certificate of
Incorporation.

                  Section 6.3.  Seal.  The corporate  seal shall have  inscribed
thereon the words  "Corporate  Seal," the year of  incorporation  and around the
margin thereof the words "Delaware."

                  Section 6.4. Waiver of Notice. Whenever any notice is required
to be  given  to any  stockholder  or  director  of the  Corporation  under  the
provisions of the DGCL or these By-Laws, a waiver thereof in writing,  signed by
the person or persons entitled to such notice,  whether before or after the time
stated therein, shall be deemed equivalent to the giving of such


                                      -10-


notice. Neither the business to be transacted at, nor the purpose of, any annual
or special meeting of the stockholders or the Board or committee thereof need be
specified in any waiver of notice of such meeting.

                  Section 6.5.  Audits.  The accounts,  books and records of the
Corporation  shall be audited  upon the  conclusion  of each  fiscal  year by an
independent  certified public accountant  selected by the Board, and it shall be
the duty of the Board to cause such audit to be done annually.

                  Section  6.6.  Resignations.  Any  director  or  any  officer,
whether elected or appointed, may resign at any time by giving written notice of
such resignation to the Chairman of the Board, the President,  or the Secretary,
and such resignation shall be deemed to be effective as of the close of business
on the date said notice is received by the Chairman of the Board, the President,
or the  Secretary,  or at such later  time as is  specified  therein.  No formal
action  shall be  required  of the  Board or the  stockholders  to make any such
resignation effective.


                                   ARTICLE VII
                            Contracts, Proxies, Etc.

                  Section 7.1.  Contracts.  Except as otherwise required by law,
the  Certificate  of  Incorporation,  a Preferred  Stock  Designation,  or these
By-Laws, any contracts or other instruments may be executed and delivered in the
name and on the behalf of the  Corporation  by such  officer or  officers of the
Corporation  as the Board may from time to time direct.  Such  authority  may be
general or  confined  to  specific  instances  as the Board may  determine.  The
Chairman of the Board,  the  President or any Senior Vice  President,  Executive
Vice President or Vice President may execute bonds, contracts, deeds, leases and
other  instruments  to be made or executed for or on behalf of the  Corporation.
Subject to any  restrictions  imposed by the Board or the Chairman of the Board,
the President or any Senior Vice  President,  Executive  Vice  President or Vice
President of the  Corporation  may delegate  contractual  powers to others under
such  person's  jurisdiction,  it  being  understood,  however,  that  any  such
delegation  of power  shall not  relieve  such  officer of  responsibility  with
respect to the exercise of such delegated power.

                  Section 7.2. Proxies.  Unless otherwise provided by resolution
adopted by the  Board,  the  Chairman  of the Board,  the  President,  the Chief
Financial Officer or any Senior Vice President, Executive Vice President or Vice
President  may from time to time  appoint an attorney or  attorneys  or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the votes which the  Corporation  may be entitled to cast as the holder of stock
or other  securities  in any  other  corporation,  any of  whose  stock or other
securities  may be held by the  Corporation,  at  meetings of the holders of the
stock or other securities of such other  corporation,  or to consent in writing,
in the name of the  Corporation  as such  holder,  to any  action by such  other
corporation,  and may  instruct  the person or persons  so  appointed  as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise,  all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                  ARTICLE VIII


                                      -11-


                                   Amendments

                  Section  8.1.  Amendments.  The  By-Laws  may  be  altered  or
repealed and new By-Laws may be adopted (1) at any annual or special  meeting of
stockholders by the affirmative vote of the holders of shares of Common Stock in
accordance  with  Articles  IV  and  VII of the  Certificate  of  Incorporation;
provided, however, that, in the case of any such stockholder action at a special
meeting of stockholders,  notice of the proposed alteration,  repeal or adoption
of the new By-Law or By-Laws  must be  contained  in the notice of such  special
meeting, or (2) by the affirmative vote of a majority of the Whole Board.


                                      -12-

                                                                     EXHIBIT 4.3

                          CERTIFICATE OF DESIGNATION OF

                            PREFERENCES AND RIGHTS OF

                                RAYTHEON COMPANY

                          SERIES B JUNIOR PARTICIPATING

                                 PREFERRED STOCK


         Raytheon  Company,  a Delaware  corporation  (hereinafter  called,  the
"Corporation"),  pursuant to Section 151 of the General  Corporation  Law of the
State of Delaware,  does hereby make this  Certificate of  Designation  and does
hereby state and certify that pursuant to the authority  expressly vested in the
Board  of  Directors  of  the   Corporation  by  the  Restated   Certificate  of
Incorporation  of the  Corporation  (the "Restated  Certificate"),  the Board of
Directors of the Corporation duly adopted the following resolutions:

         RESOLVED,  that  pursuant  to  Article IV of the  Restated  Certificate
(which authorizes  200,000,000  shares of preferred stock, $.01 par value),  the
Board  of  Directors  of  the  Corporation   hereby  fixes  the  voting  powers,
designations and preferences and the relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions thereof, of
the Series B Junior Participating Preferred Stock.

         RESOLVED,  that  each  share  of  the  Series  B  Junior  Participating
Preferred  Stock shall rank  equally in all respects and shall be subject to the
following provisions:

         SECTION 1.  Designation and Amount.  The shares of such series shall be
designated  as "Series B Junior  Participating  Preferred  Stock" (the "Series B
Preferred  Stock") and the number of shares  constituting the Series B Preferred
Stock shall be 6,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series B  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible into Series B Preferred Stock.

         SECTION 2. Dividends and Distributions.

              (a)  Subject  to the  rights of the  holders  of any shares of any
series of Preferred  Stock (or any similar  stock) ranking prior and superior to
the Series B Preferred Stock with respect to dividends, the holders of shares of
Series B  Preferred  Stock,  in  preference  to the  holders of shares of common
stock,  $0.01 par value, of the Corporation  ("Common Stock"),  and of any other
junior stock shall be entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the first day of March, June,  September and December in each
year (each such date being referred to herein as a "Quarterly  Dividend  Payment
Date"),  commencing on the first Quarterly

Dividend Payment Date after the first issuance of a share or fraction of a share
of Series B Preferred Stock in an amount per share (rounded to the nearest cent)
equal to the greater of (A) $1 or (B) subject to the  provision  for  adjustment
hereinafter  set forth,  100 times the  aggregate  per share  amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash  dividends  or other  distributions,  other than a dividend  payable in
shares of Common  Stock or a  subdivision  of the  outstanding  shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately  preceding  Quarterly  Dividend Payment Date or, with respect to the
first Quarterly  Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series B Preferred  Stock.  In the event the  Corporation
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of  Common  Stock,  then in each such case the  amount to which
holders of shares of Series B Preferred Stock were entitled immediately prior to
such event  under  clause (B) of the  preceding  sentence  shall be  adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

              (b) The  Corporation  shall declare a dividend or  distribution on
the Series B  Preferred  Stock as  provided  in  paragraph  (a) of this  section
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or  distribution  shall have been declared on the Common Stock
during the period  between  any  Quarterly  Dividend  Payment  Date and the next
subsequent  Quarterly  Dividend  Payment Date, a dividend of $1 per share on the
Series B  Preferred  Stock  shall  nevertheless  be payable  on such  subsequent
Quarterly Dividend Payment Date.

              (c)  Dividends   shall  begin  to  accrue  and  be  cumulative  on
outstanding  shares of Series B  Preferred  Stock  from the  Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders of shares of Series B  Preferred  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series B Preferred  Stock in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of holders of shares of Series B  Preferred
Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

         SECTION 3. Voting  Rights.  The holders of shares of Series B Preferred
Stock shall have the following voting rights:

                                       2

              (a) Subject to the provision for adjustment hereinafter set forth,
each share of Series B Preferred  Stock shall entitle the holder  thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the  number of votes per share to which  holders of shares of Series B
Preferred Stock were entitled  immediately prior to such event shall be adjusted
by multiplying  such number by a fraction,  the numerator of which is the number
of shares of Common  Stock  outstanding  immediately  after  such  event and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

              (b) Except as otherwise  provided herein, in any other Certificate
of Designations  creating a series of Preferred Stock or any similar stock or by
law, the holders of shares of Series B Preferred Stock and the holders of shares
of Common Stock shall vote  together as one class on all matters  submitted to a
vote of stockholders of the Corporation.

              (c) Except as set forth herein,  or as otherwise  provided by law,
holders of Series B  Preferred  Stock  shall have no special  voting  rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.

         SECTION 4. Certain Restrictions.

              (a)   Whenever   quarterly   dividends   or  other   dividends  or
distributions  payable on the Series B Preferred  Stock as provided in Section 2
are in  arrears,  thereafter  and until all  accrued  and unpaid  dividends  and
distributions,  whether or not declared,  on shares of Series B Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

                  (i) declare or pay dividends, or make any other distributions,
on  any  shares  of  stock  ranking  junior  (either  as to  dividends  or  upon
liquidation, dissolution or winding up) to the Series B Preferred Stock;

                  (ii)   declare   or  pay   dividends,   or  make   any   other
distributions,  on any  shares  of  stock  ranking  on a  parity  (either  as to
dividends  or upon  liquidation,  dissolution  or winding  up) with the Series B
Preferred  Stock except  dividends paid ratably on the Series B Preferred  Stock
and all such  parity  stock on which  dividends  are  payable  or in  arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

                  (iii)   redeem  or   purchase   or   otherwise   acquire   for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Preferred Stock provided
that the  Corporation  may at any time  redeem,  purchase or  otherwise  acquire
shares  of any such  junior  stock in  exchange  for  shares of any stock of the
Corporation  ranking  junior  (either  as  to  dividends  or  upon  dissolution,
liquidation or winding up) to the Series B Preferred Stock; or

                                       3

                  (iv) redeem or purchase or otherwise acquire for consideration
any  shares of Series B  Preferred  Stock or any  shares of stock  ranking  on a
parity with the Series B Preferred  Stock except in  accordance  with a purchase
offer  made  in  writing  or by  publication  (as  determined  by the  Board  of
Directors)  to all  holders  of such  shares  upon  such  terms as the  Board of
Directors, after consideration of the respective annual dividend rates and other
relative  rights and  preferences  of the respective  series and classes,  shall
determine in good faith will result in fair and  equitable  treatment  among the
respective series or classes.

              (b)  The  Corporation  shall  not  permit  any  subsidiary  of the
Corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock of the Corporation  unless the Corporation  could,  under paragraph (a) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

         SECTION 5.  Reacquired  Shares.  Any shares of Series B Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating  a series  of  Preferred  Stock or any  similar  stock or as  otherwise
required by law.

         SECTION  6.   Liquidation,   Dissolution   or  Winding   Up.  Upon  any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series B
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series B
Preferred  Stock shall have  received  $100 per share,  plus an amount  equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series B
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock or (2) to the  holders  of  shares  of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series B  Preferred  Stock  except  distributions  made  ratably on the Series B
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock then in each such case the  aggregate  amount to which
holders of shares of Series B Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the  preceding  sentence  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

         SECTION 7.  Consolidation,  Merger,  etc. In case the Corporation shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common

                                       4

Stock are exchanged for or changed into other stock or  securities,  cash and/or
any other property, then in any such case each share of Series B Preferred Stock
shall at the same time be  similarly  exchanged  or  changed  into an amount per
share,  subject to the provision for adjustment  hereinafter set forth, equal to
100 times  the  aggregate  amount of stock  securities,  cash  and/or  any other
property  (payable  in kind),  as the case may be,  into which or for which each
share of Common  Stock is changed  or  exchanged.  In the event the  Corporation
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock or effect a subdivision or  combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of Common  Stock then in each such case the amount set forth in
the  preceding  sentence  with  respect to the  exchange  or change of shares of
Series B  Preferred  Stock shall be  adjusted  by  multiplying  such amount by a
fraction,  the  numerator  of which is the  number of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         SECTION 8. No Redemption.  The shares of Series B Preferred Stock shall
not be redeemable.

         SECTION 9. Rank. The Series B Preferred  Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

         SECTION  10.  Amendment.   The  Certificate  of  Incorporation  of  the
Corporation  shall not be amended in any manner which would  materially alter or
change the powers, preferences or special rights of the Series B Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least  two-thirds of the  outstanding  shares of Series B Preferred Stock voting
together as a single class.


                  [Remainder of Page Intentionally Left Blank]

                                       5


         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Designation to be duly executed by its duly  authorized  officer and attested by
its secretary this 2nd day of April, 2002.

                                           RAYTHEON COMPANY


                                           By: /s/ Neal E. Minahan
                                               Name:    Neal E. Minahan
                                               Title:   Senior Vice President
                                                           and General Counsel



ATTEST:


/s/ John W. Kapples
Name:  John W. Kapples
Title:  Secretary





                                                                     EXHIBIT 4.4

                                RAYTHEON COMPANY

                                       TO

                             THE BANK OF NEW YORK,

                                    Trustee

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


                             SENIOR DEBT SECURITIES


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


                                   INDENTURE

                           Dated as of July 3, 1995

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





                                Raytheon Company
                 Certain Sections of this Indenture relating to
                   Sections 310 through 318, inclusive, of the
                          Trust Indenture Act of 1939:




Trust Indenture                                                    Indenture
  Act Section                                                       Section
- ---------------                                                    ---------

Section  310  (a)(1)............................................        609
              (a)(2)............................................        609
              (a)(3)............................................  Not Applicable
              (a)(4)............................................  Not Applicable
              (a)(5)............................................        609
              (b)...............................................     608, 610
              (c)...............................................  Not Applicable
Section  311  (a)...............................................        613
              (b)...............................................        613
Section  312  (a)...............................................    701, 702(a)
              (b)...............................................     702(b)
              (c)...............................................     702(c)
Section  313  (a)...............................................     703(a)
              (b)...............................................     703(a)
              (c)...............................................     703(a)
              (d)...............................................     703(b)
Section  314  (a)(1)............................................        704
              (a)(2)............................................        704
              (a)(3)............................................        704
              (a)(4)............................................  1007, 102
              (b)...............................................  Not Applicable
              (c)(1)............................................        102
              (c)(2)............................................        102
              (c)(3)............................................  Not Applicable
              (d)...............................................  Not Applicable
              (e)...............................................        102
Section  315  (a)...............................................        601
              (b)...............................................        602
              (c)...............................................        601
              (d)...............................................   601, 603
              (e)...............................................        514
Section  316  (a)...............................................        101
              (a)(1)(A).........................................        512
              (a)(1)(B).........................................        512
              (a)(2)(B).........................................        513
              (a)(2)............................................  Not Applicable
              (b)...............................................        508
              (c)...............................................       104(c)
Section  317  (a)(1)............................................       503
              (a)(2)............................................       504
              (b)...............................................      1004
Section  318  (a)...............................................       107




                               TABLE OF CONTENTS




                                                                 Page

PARTIES .............................................               1
RECITALS OF THE COMPANY .............................               1


                                  ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 101. Definitions ............................               1
             Act ....................................               2
             Affiliate; control .....................               2
             Authenticating Agent ...................               2
             Board of Directors .....................               2
             Board Resolution .......................               2
             Business Day ...........................               2
             Commission .............................               2
             Company  ...............................               3
             Company Request; Company Order .........               3
             Company Sale ...........................               3
             Corporate Trust Office .................               3
             Corporation  ...........................               3
             Defaulted Interest .....................               3
             Defeasable Covenant ....................               3
             Depositary .............................               3
             Event of Default .......................               3
             Exchange Act ...........................               3
             Funded Debt ............................               3
             GAAP ...................................               4
             Global Security ........................               4
             Holder .................................               4
             Indebtedness ...........................               4
             Indenture ..............................               4
             Interest ...............................               4
             Interest Payment Date ..................               4
             Lien ...................................               4
             Maturity ...............................               4
             Officers' Certificate ..................               5
             Opinion of Counsel .....................               5
             Original Issue Discount Security .......               5
             Outstanding ............................               5






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NOTE:     This table of contents shall not, for any purpose, be deemed to
          be a part of the Indenture.





                                      -ii-


                                                                       Page
                                                                       ----

                 Paying Agent .....................................       6
                 Person ...........................................       6
                 Permitted Receivables Program ....................       6
                 Place of Payment .................................       6
                 Predecessor Security .............................       6
                 Principal property ...............................       6
                 Redemption Date ..................................       7
                 Redemption Price .................................       7
                 Regular Record Date ..............................       7
                 Responsible Officer ..............................       7
                 Securities .......................................       7
                 Security Register; Security Registrar ............       7
                 Significant Subsidiary ...........................       7
                 Special Record Date ..............................       7
                 Stated Maturity ..................................       7
                 Stockholders' Equity .............................       7
                 Subsidiary .......................................       7
                 Successor Company ................................       7
                 Trustee ..........................................       8
                 Trust Indenture Act ..............................       8
                 Vice President ...................................       8
                 Yield to Maturity ................................       8
Section 102.     Compliance Certificates and Opinions .............       8
Section 103.     Form of Documents Delivered to Trustee ...........       9
Section 104.     Acts of Holders; Record Dates ....................       9
Section 105.     Notices, Etc., to Trustee and Company ............      11
Section 106.     Notice to Holders; Waiver ........................      11
Section 107.     Conflict with Trust Indenture Act ................      11
Section 108.     Effect of Headings and Table of Contents .........      12
Section 109.     Successors and Assigns ...........................      12
Section 110.     Separability Clause ..............................      12
Section 111.     Benefits of Indenture ............................      12
Section 112.     Governing Law ....................................      12
Section 113.     Legal Holidays ...................................      12



                                  ARTICLE TWO
                                 SECURITY FORMS



Section 201.     Forms Generally ..................................      13
Section 202.     Form of Face of Security .........................      13
Section 203.     Form of Reverse of Security ......................      16
Section 204.     Form of Legend for Global Securities .............      19
Section 205.     Form of Trustee's Certificate of Authentication ..      20


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          part of the Indenture.




                                      -iii-

                                                                        Page
                                 ARTICLE THREE
                                 THE SECURITIES





Section 301.     Amount Unlimited; Issuable in Series..................  20
Section 302.     Denominations.........................................  23
Section 303.     Execution, Authentication, Delivery and Dating........  23
Section 304.     Temporary Securities..................................  24
Section 305.     Registration, Registration of Transfer and Exchange...  25
Section 306.     Mutilated, Destroyed, Lost and Stolen Securities......  27
Section 307.     Payment of Interest; Interest Rights Preserved........  27
Section 308.     Persons Deemed Owners.................................  29
Section 309.     Cancellation..........................................  29
Section 310.     Computation of Interest...............................  29



                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE



Section 401.     Satisfaction and Discharge of Indenture...............  29
Section 402.     Application of Trust Money............................  30



                                  ARTICLE FIVE
                                    REMEDIES



Section 501.     Events of Default.....................................  31
Section 502.     Acceleration of Maturity; Rescission and Annulment....  32
Section 503.     Collection of Indebtedness and Suits for Enforcement
                 by Trustee............................................  33
Section 504.     Trustee May File Proofs of Claim......................  34
Section 505.     Trustee May Enforce Claims
                 Without Possession of Securities......................  34
Section 506.     Application of Money Collected........................  34
Section 507.     Limitation on Suits...................................  35
Section 508.     Unconditional Right of Holders to Receive Principal,
                 Premium and Interest..................................  35
Section 509.     Restoration of Rights and Remedies....................  36
Section 510.     Rights and Remedies Cumulative........................  36
Section 511.     Delay or Omission Not Waiver..........................  36
Section 512.     Control by Holders....................................  36
Section 513.     Waiver of Past Defaults...............................  37
Section 514.     Undertaking for Costs.................................  37
Section 515.     Waiver of Stay or Extension Laws......................  37


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          part of the Indenture.






                                     -iv-

                                                                         Page

                                  ARTICLE SIX
                                  THE TRUSTEE




Section 601.     Certain Duties and Responsibilities..................   38
Section 602.     Notice of Defaults...................................   38
Section 603.     Certain Rights of Trustee............................   38
Section 604.     Not Responsible for Recitals or
                 Issuance of Securities...............................   39
Section 605.     May Hold Securities..................................   39
Section 606.     Money Held in Trust..................................   40
Section 607.     Compensation and Reimbursement.......................   40
Section 608.     Disqualification; Conflicting Interests..............   40
Section 609.     Corporate Trustee Required; Eligibility..............   40
Section 610.     Resignation and Removal; Appointment of Successor....   41
Section 611.     Acceptance of Appointment by Successor...............   42
Section 612.     Merger, Conversion, Consolidation
                 or Succession to Business............................   43
Section 613.     Preferential Collection of Claims Against Company....   44
Section 614.     Appointment of Authenticating Agent..................   44



                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


Section 701.     Company to Furnish Trustee Names
                 and Addresses of Holders.............................   45
Section 702.     Preservation of Information;
                 Communications to Holders............................   46
Section 703.     Reports by Trustee...................................   46
Section 704.     Reports by Company...................................   47



                                 ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section 801.     Company May Consolidate, Etc.,
                 Only on Certain Terms................................   47
Section 802.     Successor Corporation to be Substituted..............   47
Section 803.     Opinion of Counsel to Be Given Trustee...............   48



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          part of the Indenture.





                                      -v-

                                                                          Page

                                  ARTICLE NINE
                            SUPPLEMENTAL INDENTURES



Section 901.     Supplemental Indentures Without Consent of Holders....  48
Section 902.     Supplemental Indentures with Consent of Holders.......  49
Section 903.     Execution of Supplemental Indentures..................  50
Section 904.     Effect of Supplemental Indentures.....................  51
Section 905.     Conformity with Trust Indenture Act...................  51
Section 906.     Reference in Securities to Supplemental Indentures....  51



                                  ARTICLE TEN
                                   COVENANTS



Section 1001.    Payment of Principal, Premium and Interest............  51
Section 1002.    Maintenance of Office or Agency.......................  52
Section 1003.    Vacancy in the Office of Trustee......................  52
Section 1004.    Money for Securities Payments to Be Held in Trust.....  52
Section 1005.    Liens.................................................  53
Section 1006.    Limitation on Sale and Leaseback Transactions.........  55
Section 1007.    Statement by Officers as to Default...................  56
Section 1008.    Existence.............................................  56



                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES



Section 1101.    Applicability of Article..............................  57
Section 1102.    Election to Redeem; Notice to Trustee.................  57
Section 1103.    Selection by Trustee of Securities to Be Redeemed.....  57
Section 1104.    Notice of Redemption..................................  58
Section 1105.    Deposit of Redemption Price...........................  58
Section 1106.    Securities Payable on Redemption Date.................  58
Section 1107.    Securities Redeemed in Part...........................  59


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          part of the Indenture.





                                      -vi-
                                                                            Page


                                 ARTICLE TWELVE
                                 SINKING FUNDS



Section 1201.    Applicability of Article................................  59
Section 1202.    Satisfaction of Sinking Fund Payments with Securities...  60
Section 1203.    Redemption of Securities for Sinking Fund...............  60



                                ARTICLE THIRTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE



Section 1301.    Applicability of Article; Company's Option to
                 Effect Defeasance or Covenant Defeasance................  60
Section 1302.    Defeasance and Discharge................................  61
Section 1303.    Covenant Defeasance.....................................  61
Section 1304.    Conditions to Defeasance or Covenant Defeasance.........  62
Section 1305.    Deposited Money and U.S. Government Obligations
                 to be Held in Trust.....................................  64
Section 1306.    Reinstatement...........................................  64



TESTIMONIUM..............................................................  65
SIGNATURES AND SEALS.....................................................  65
ACKNOWLEDGMENTS..........................................................  66

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NOTE:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.







    INDENTURE, dated as of July 3, 1995, between Raytheon Company, a corporation
duly  organized  and  existing  under the laws of the State of Delaware  (herein
called the  "Company"),  having  its  principal  offices  at 141 Spring  Street,
Lexington,  Massachusetts 02173, and The Bank of New York, a bank duly organized
and existing under the laws of the State of New York, as Trustee  (herein called
the "Trustee").


                            RECITALS OF THE COMPANY

    The Company has duly authorized the execution and delivery of this Indenture
to  provide  for  the  issuance  from  time  to  time  of its  unsecured  senior
debentures,  notes  or  other  evidences  of  indebtedness  (herein  called  the
"Securities"), to be issued in one or more series as in this Indenture provided.

    All  things  necessary  to make  this  Indenture  a valid  agreement  of the
Company, in accordance with its terms, have been done.

    NOW, THEREFORE, THIS INDENTURE WITNESSTH:

    For and in  consideration of the premises and the purchase of the Securities
by the Holders thereof,  it is mutually agreed,  for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

Section 101.  Definitions.

    For all purposes of this Indenture,  except as otherwise  expressly provided
or unless the context otherwise requires:

         (1) the terms  defined in this Article  have the  meanings  assigned to
    them in this Article and include the plural as well as the singular;



                                      -2-


         (2) all  other  terms  used  herein  which  are  defined  in the  Trust
    Indenture Act,  either directly or by reference  therein,  have the meanings
    assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the meanings
    assigned  to  them  in  accordance   with  generally   accepted   accounting
    principles,  and, except as otherwise  herein expressly  provided,  the term
    "generally accepted  accounting  principles" with respect to any computation
    required or permitted hereunder shall mean such accounting principles as are
    generally accepted at the date of such computation; and

         (4) the words  "herein",  "hereof" and  "hereunder"  and other words of
    similar  import refer to this Indenture as a whole and not to any particular
    Article, Section or other subdivision.

    "Act",  when used with respect to any Holder,  has the meaning  specified in
Section 104.

    "Affiliate"  of any  specified  Person  means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies or such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the term  "controlling"  and "controlled"  have meanings  correlative to the
foregoing.

    "Authenticating  Agent" means any Person  authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

    "Board of  Directors"  means either the board of directors of the Company or
any duly authorized  committee of that board or any directors or officers of the
Company to whom such board of directors  shall have  delegated  its authority to
act hereunder.

    "Board  Resolution" means a copy of a resolution  certified by the Secretary
or an Assistant  Secretary of the Company to have been duly adopted by the Board
of  Directors  and  to be  in  full  force  and  effect  on  the  date  of  such
certification, and delivered to the Trustee.

    "Business Day",  when used with respect to any Place of Payment,  means each
Monday,  Tuesday,  Wednesday,  Thursday  and Friday  which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

    "Commission" means the Securities and Exchange  Commission,  as from time to
time  constituted,  created under the Exchange Act, or, if at any time after the
execution of this  instrument such Commission is not existing and performing the
duties  now  assigned  to it  under  the  Trust  Indenture  Act,  then  the body
performing such duties at such time.



                                      -3-

    "Company"  means the Person named as the "Company" in the first paragraph of
this instrument  until a successor Person shall have become such pursuant to the
applicable  provisions of this  Indenture,  and thereafter  "Company" shall mean
such successor Person.

    "Company Request" or "Company Order" means a written request or order signed
in the name of the Company by its Chairman of the Board, its President or a Vice
President,  and by its Treasurer,  an Assistant  Treasurer,  its Secretary or an
Assistant Secretary, and delivered to the Trustee.

    "Company Sale" has the meaning specified in Section 801.

    "Corporate  Trust  Office"  means the office of the  Trustee at which at any
particular time its corporate trust business shall be principally administered.

    "corporation" means a corporation, association, company, joint-stock company
or business trust.

    "Defaulted  Interest" has the meaning specified in Section 307.  "Defeasable
    Covenant" has the meaning specified in Section 1303.

    "Depositary" means, with respect to the Securities of any series issuable or
issued  in whole or in part in the form of one or more  Global  Securities,  the
Person  designated  as  Depositary  for such series by the  Company  pursuant to
Section  301,  which  Person  shall be a clearing  agency  registered  under the
Exchange  Act;  and  if at  any  time  there  is  more  than  one  such  Person,
"Depositary",  as used with respect to the Securities of any series,  shall mean
the Depositary with respect to the Securities of such series.

    "Event of Default" has the meaning specified in Section 501.

    "Exchange  Act"  means  the  Securities  Exchange  Act of  1934 as it may be
amended and any successor act thereto.

    "Funded Debt" of any Person means all  Indebtedness of such Person that will
mature,  pursuant  to a  mandatory  sinking  fund  or  prepayment  provision  or
otherwise,  and all  installments of Indebtedness  that will fall due, more than
one year from the date of  determination.  In  calculating  the  maturity of any
Indebtedness, there shall be included the



                                     -4-


term of any unexercised right of the debtor to renew or extend such Indebtedness
existing at the time of determination.

    "GAAP"  means  generally  accepted   accounting   principles  applied  on  a
consistent basis.

    "Global  Security" means a Security bearing the legend prescribed in Section
204 (or such legend as may be specified as  contemplated by Section 301 for such
Securities) evidencing all or part of a series of Securities,  authenticated and
delivered to the  Depositary  for such series or its nominee,  and registered in
the name of such Depositary or nominee.

    "Holder"  means a Person  in whose  name a  Security  is  registered  in the
Security Register.

    "Indebtedness"  of any Person shall mean,  as at any date of  determination,
all indebtedness  (including  capitalized lease  obligations) of such Person and
its consolidated subsidiaries at such date that would be required to be included
as a liability on a consolidated balance sheet (excluding the footnotes thereto)
of such Person prepared in accordance with GAAP.
    "Indenture"  means this instrument as originally  executed or as it may from
time to time be supplemented  or amended by one or more indentures  supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all  purposes  of this  instrument,  and any such  supplemental  indenture,  the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this  instrument and any such  supplemental  indenture,  respectively.  The term
"Indenture"  shall also  include the terms of  particular  series of  Securities
established as contemplated by Section 301.

    "interest",  when used with respect to an Original Issue  Discount  Security
which by its terms bears interest only after  Maturity,  means interest  payable
after Maturity.

    "Interest Payment Date",  when used with respect to any Security,  means the
Stated Maturity of an installment of interest on such Security.

    "Lien"  means,  with respect to any asset of any Person,  (i) any  mortgage,
deed of trust, lien, pledge,  encumbrance,  charge or security interest in or on
such asset, (ii) the interest of a vendor or a lessor under any conditional sale
agreement,  capital lease or title  retention  agreement (or any financing lease
having  substantially the same economic effect as any of the foregoing) relating
to such asset and (iii) in the case of securities that constitute assets of such
Person, any purchase option, call or similar right of a third party with respect
to such securities.

    "Maturity",  when used with respect to any Security, means the date on which
the principal of such Security or an  installment  of principal  becomes due and
payable as therein



                                      -5-


or  herein  provided,  whether  at the  Stated  Maturity  or by  declaration  of
acceleration, call for redemption or otherwise.

    "Officers'  Certificate"  means a certificate  signed by the Chairman of the
Board, the President or a Vice President,  Chief Financial Officer or Controller
and by the  Treasurer,  an Assistant  Treasurer,  the  Secretary or an Assistant
Secretary,  of the Company,  and  delivered to the Trustee.  One of the officers
signing an  Officers'  Certificate  given  pursuant to Section 1005 shall be the
principal executive, financial or accounting officer of the Company.

    "Opinion of Counsel" means a written opinion of counsel,  who may be counsel
for the Company, and who shall be acceptable to the Trustee.

    "Original Issue Discount  Security" means any Security which provides for an
amount  less than the  principal  amount  thereof to be due and  payable  upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

    "Outstanding",  when used with respect to Securities,  means, as of the date
of determination,  all Securities theretofore  authenticated and delivered under
this Indenture, except:

        (i) Securities  theretofore cancelled by the Trustee or delivered to the
    Trustee for cancellation;

        (ii)  Securities for whose payment or redemption  money in the necessary
    amount has been  theretofore  deposited with the Trustee or any Paying Agent
    (other than the  Company) in trust or set aside and  segregated  in trust by
    the  Company  (if the  Company  shall act as its own  Paying  Agent) for the
    Holders of such  Securities;  provided  that, if such  Securities  are to be
    redeemed,  notice of such  redemption  has been duly given  pursuant to this
    Indenture or provision  therefor  satisfactory to the Trustee has been made;

        (iii)  Securities as to which  defeasance has been effected  pursuant to
    Section 1302; and

        (iv)  Securities  which have been paid  pursuant  to  Section  306 or in
    exchange for or in lieu of which other  Securities  have been  authenticated
    and delivered pursuant to this Indenture,  other than any such Securities in
    respect  of which  there  shall have been  presented  to the  Trustee  proof
    satisfactory to it that such Securities are held by a bona fide purchaser in
    whose hands such Securities are valid obligations of the Company;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount  of an  Original  Issue  Discount  Security  that  shall be  deemed to be
Outstanding shall be the amount of the principal thereof




                                      -6-


that  would  be due  and  payable  as of the  date of  such  determination  upon
acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal
amount of a Security  denominated in one or more foreign  currencies or currency
units shall be the U.S. dollar equivalent,  determined in the manner provided as
contemplated  by Section 301 on the date of original  issuance of such Security,
of the principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar  equivalent on the date of original issuance of such security of
the amount  determined  as  provided in (i) above) of such  Security,  and (iii)
Securities  owned by the Company or any other obligor upon the Securities or any
Affiliate  of the  Company or of such other  obligor  shall be  disregarded  and
deemed not to be  Outstanding,  except that, in determining  whether the Trustee
shall be  protected  in relying upon any such  request,  demand,  authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding  if the pledgee  establishes to the
satisfaction  of the Trustee the pledgee's  right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

    "Paying  Agent"  means  any  Person  authorized  by the  Company  to pay the
principal  of or any  premium or  interest  on any  Securities  on behalf of the
Company.

    "Permitted Receivables Program" means any receivables securitization program
pursuant  to  which  the  Company  or  any of the  Subsidiaries  sells  accounts
receivable to any non-Affiliate in a "true sale" transaction; provided, however,
that any related indebtedness  incurred to finance the purchase of such accounts
receivable  is not  includible  on the balance  sheet  (excluding  the footnotes
thereto) of the Company or any Subsidiary in accordance with GAAP and applicable
regulations of the Securities and Exchange Commission.

    "Person" means any individual,  corporation,  partnership, limited liability
company, joint venture, trust,  unincorporated organization or government or any
agency or political subdivision thereof.

    "Place of Payment",  when used with respect to the Securities of any series,
means the place or places where the principal of and any premium and interest on
the  Securities  of that  series are payable as  specified  as  contemplated  by
Section 301.

    "Predecessor  Security"  of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and  delivered  under Section 306 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

    "Principal  Property" means, (i) the Company's principal office building and
(ii) any  manufacturing  plant or principal  research facility of the Company or
any Significant  Subsidiary which is located within the United States of America
or Canada,  except any such principal office  building,  plant or facility which
the Board of Directors by resolution declares




                                      -7-


is not of material importance to the total business conducted by the Company and
its Subsidiaries as an entirety.

    "Redemption  Date",  when used with  respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

    "Redemption  Price",  when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

    "Regular Record Date" for the interest  payable on any Interest Payment Date
on the  Securities  of any series means the date  specified  for that purpose as
contemplated by Section 301.

    "Responsible  Officer",  when used with  respect to the  Trustee,  means any
officer in the Corporate Trust Office of the Trustee or any other officer of the
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also means,  with  respect to a  particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of his knowledge of and familiarity with the particular subject.

    "Securities"  has the meaning  stated in the first recital of this Indenture
and more  particularly  means any Securities  authenticated  and delivered under
this Indenture.

   "Security  Register" and "Security  Registrar"  have the respective  meanings
specified in Section 305.

    "Significant  Subsidiary" means, at any time, any Subsidiary that would be a
"Significant Subsidiary" at such time, as such term is defined in Regulation S-X
promulgated by the  Securities  and Exchange  Commission as in effect on May 15,
1995.

    "Special Record Date" for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 307.

    "Stated Maturity", when used with respect to any Security or any installment
of  principal  thereof or interest  thereon,  means the date  specified  in such
Security  as the fixed  date on which the  principal  of such  Security  or such
installment of principal or interest is due and payable.

    "Stockholders'   Equity"   means,   at  any  date  of   determination,   the
stockholders'  equity  at such  date of the  Company  and its  Subsidiaries,  as
determined in accordance with GAAP.

    "Subsidiary" means a Person (other than an individual or a government or any
agency or political subdivision thereof) more than 50% of the outstanding voting
interest of which is owned, directly or indirectly,  by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.

    "Successor Company" has the meaning specified in Section 801.


                                      -8-



    "Trustee"  means the Person named as the "Trustee" in the first paragraph of
this Instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture,  and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person,  "Trustee" as used with respect to the  Securities of
any series shall mean the Trustee with respect to Securities of that series.

    "Trust  Indenture Act" means the Trust  Indenture Act of 1939 as in force at
the date as of which this instrument was executed;  provided,  however,  that in
the event the Trust  Indenture  Act of 1939 is amended  after such date,  "Trust
Indenture Act" means, to the extent  required by any such  amendment,  the Trust
Indenture Act of 1939 as so amended.

    "Vice  President",  when used with  respect to the  Company or the  Trustee,
means any vice president  (but shall not include any assistant vice  president),
whether or not  designated  by a number or a word or words added before or after
the title "vice president".

    "Yield to Maturity",  when used with respect to any Original  Issue Discount
Security  shall mean the yield to maturity,  if any, set forth in the prospectus
supplement relating thereto,  which shall be equal to the yield to maturity,  if
any, set forth on the face of such Security.

Section 102.  Compliance Certificates and Opinions.

    Upon any  application  or request by the  Company to the Trustee to take any
action under any provision of this  Indenture,  the Company shall furnish to the
Trustee  such  certificates  and  opinions  as may be  required  under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers'  Certificate,  if to be  given by an  officer  of the  Company,  or an
Opinion  of  Counsel,  if to be given by  counsel,  and  shall  comply  with the
requirements of the Trust Indenture Act and any other  requirements set forth in
this Indenture.

    Every  certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include

    (1) a statement that each individual signing such certificate or opinion has
    read such covenant or condition and the definitions herein relating thereto;

    (2) a brief  statement  as to the  nature  and scope of the  examination  or
    investigation  upon  which the  statements  or  opinions  contained  in such
    certificate or opinion are based;

    (3) a statement  that, in the opinion of each such  individual,  he has made
    such  examination or  investigation as is necessary to enable him to express
    an informed opinion as to whether or not such covenant or condition has been
    complied with; and



                                      -9-



    (4) a statement as to whether, in the opinion of each such individual,  such
    condition or covenant has been complied with.

Section 103.  Form of Documents Delivered to Trustee.

    In any case where  several  matters  are  required  to be  certified  by, or
covered by an opinion of, any specified  Person,  it is not  necessary  that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

    Any  certificate  or  opinion of an  officer  of the  Company  may be based,
insofar as it relates to legal  matters,  upon a  certificate  or opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based,  insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or  officers  of the  Company  stating  that the
information  with respect to such factual  matters is in the  possession  of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know,  that the certificate or opinion or  representations  with respect to such
matters are erroneous.

    Where  any  Person  is  required  to  make,  give  or  execute  two or  more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

Section 104.  Acts of Holders; Record Dates.

    (a) Any request, demand,  authorization,  direction, notice, consent, waiver
    or other action  provided by this  Indenture to be given or taken by Holders
    may be embodied in and evidenced by one or more instruments of substantially
    similar tenor signed by such Holders in person or by agent duly appointed in
    writing;  and, except as herein otherwise  expressly  provided,  such action
    shall become  effective when such instrument or instruments are delivered to
    the Trustee and, where it is hereby expressly required, to the Company. Such
    instrument or  instruments  (and the action  embodied  therein and evidenced
    thereby)  are  herein  sometimes  referred  to as the  "Act" of the  Holders
    signing  such  instrument  or  instruments.  Proof of  execution of any such
    instrument or of a writing appointing any such agent shall be sufficient for
    any purpose of this  Indenture  and (subject to Section 601)  conclusive  in
    favor of the Trustee and the Company, if made in the manner provided in this
    Section.

             Without  limiting  the  generality  of  the  foregoing,  a  Holder,
    including a Depositary that is a Holder of a Global Security, may make, give
    or take, by a proxy,




                                      -10-


    or proxies, duly appointed in writing, any request,  demand,  authorization,
    direction,  notice,  consent,  waiver or other Act  provided or permitted in
    this Indenture to be made, given or taken by Holders,  and a Depositary that
    is a Holder of a Global  Security  may  provide  its proxy or proxies to the
    beneficial owners of interest in any such Global Security.

    (b) The fact and date of the execution by any Person of any such  instrument
    or writing may be proved by the affidavit of a witness of such  execution or
    by a certificate  of a notary  public or other officer  authorized by law to
    take  acknowledgments of deeds,  certifying that the individual signing such
    instrument or writing acknowledged to him the execution thereof.  Where such
    execution  is by a signer  acting in a capacity  other  than his  individual
    capacity,  such  certificate or affidavit shall also  constitute  sufficient
    proof of his  authority.  The fact  and  date of the  execution  of any such
    instrument or writing,  or the  authority of the Person  executing the same,
    may also be proved in any other manner which the Trustee deems sufficient.

    (c) The Company may, in the  circumstances  permitted by the Trust Indenture
    Act,  fix any day as the  record  date for the  purpose of  determining  the
    Holders of  Securities  of any series  entitled to give or take any request,
    demand,  authorization,  direction, notice, consent, waiver or other Act, or
    to vote on any  action  authorized  or  permitted  to be  given  or taken by
    Holders of Securities of such series. If not set by the Company prior to the
    first  solicitation  of a Holder of  Securities  of such  series made by any
    Person in  respect  of any such  action,  or, in the case of any such  vote,
    prior to such vote, the record date for any such action or vote shall be the
    30th day (or, if later, the date of the most recent list of Holders required
    to be provided pursuant to Section 701) prior to such first  solicitation or
    vote,  as the case may be.  With  regard to any record date for action to be
    taken by the Holders of one or more series of  Securities,  only the Holders
    of Securities of such series on such date (or their duly designated proxies)
    shall be entitled to give or take, or vote on, the relevant action.

    (d) The ownership of Securities shall be proved by the Security Register.

    (e) Any request, demand,  authorization,  direction, notice, consent, waiver
    or other Act of the Holder of any Security shall bind every future Holder of
    the  same  Security  and the  Holder  of  every  Security  issued  upon  the
    registration of transfer thereof or in exchange  therefor or in lieu thereof
    in respect of anything  done,  omitted or suffered to be done by the Trustee
    or the Company in reliance  thereon,  whether or not notation of such action
    is made upon such Security.

    (f) Without limiting the foregoing,  a Holder entitled  hereunder to give or
    take any action  hereunder with regard to any particular  Security may do so
    with regard to all or any part of the  principal  amount of such Security or
    by one or more




                                      -11-


    duly appointed  agents each of which may do so pursuant to such  appointment
    with regard to all or any different part of such principal amount.

Section 105.  Notices, Etc., to Trustee and Company.

    Any request, demand,  authorization,  direction,  notice, consent, waiver or
Act of Holders or other  document  provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

    (1) the  Trustee by any Holder or by the  Company  shall be  sufficient  for
    every purpose hereunder if made, given,  furnished or filed in writing to or
    with the Trustee at its Corporate  Trust  Office,  or

    (2) the  Company by the  Trustee or by any Holder  shall be  sufficient  for
    every purpose hereunder  (unless otherwise herein expressly  provided) if in
    writing and mailed, first-class postage prepaid, to the Company addressed to
    it at the address of its principal  office  specified in the first paragraph
    of this instrument,  marked  "Attention:  General Counsel",  or at any other
    address previously furnished in writing to the Trustee by the Company.

Section 106.  Notice to Holders; Waiver.

    Where this Indenture  provides for any notice to Holders,  such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled to receive such
notice,  at his address as it appears in the Security  Register,  not later than
the latest  date (if any),  and not  earlier  than the  earliest  date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail,  neither the failure to mail such  notice,  nor any defect in any
notice so mailed,  to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.  Where this Indenture  provides for notice
in any manner,  such  notice may be waived in writing by the Person  entitled to
receive such notice,  either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers of notice by Holders shall be filed with
the Trustee,  but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

    In case by reason of the  suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall  constitute
a sufficient  notification for every purpose  hereunder.

Section 107.  Conflict with Trust Indenture Act.

    If any provision  hereof limits,  qualifies or conflicts with a provision of
the Trust  Indenture  Act that is  required  under  such Act to be a part of and
govern this Indenture,  the latter provision shall control.  If any provision of
this Indenture modifies or excludes any



                                      -12-


provision of the Trust  Indenture  Act that may be so modified or excluded,  the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

Section 108.  Effect of Headings and Table of Contents.

    The Article and Section  headings  herein and the Table of Contents  are for
convenience only and shall not affect the construction hereof.

Section 109.  Successors and Assigns.

    All covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

Section 110.  Separability Clause.

    In case  any  provision  in this  Indenture  or in the  Securities  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 111.  Benefits of Indenture.

    Nothing in this Indenture or in the  Securities,  express or implied,  shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders,  any benefit or any legal or equitable  right,  remedy or claim
under this Indenture.

Section 112.  Governing Law.

    This  Indenture  and the  Securities  shall be governed by and  construed in
accordance with the laws of the State of New York.

Section 113.  Legal Holidays.

    In any case  where any  Interest  Payment  Date,  Redemption  Date or Stated
Maturity of any  Security  shall not be a Business  Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a  provision  of the  Securities  of any series  which  specifically
states  that such  provision  shall apply in lieu of this  Section))  payment of
interest or principal  (and  premium,  if any) need not be made at such Place of
Payment on such date,  but may be made on the next  succeeding  Business  Day at
such Place of Payment  with the same force and effect as if made on the Interest
Payment Date or  Redemption  Date, or at the Stated  Maturity,  provided that no
interest shall accrue for the period from and after such Interest  Payment Date,
Redemption Date or Stated Maturity, as the case may be.



                                      -13-



                                  ARTICLE TWO

                                 Security Forms

Section 201.  Forms Generally.

         The  Securities of each series shall be in  substantially  the form set
forth in this  Article,  or in such  other  form as shall be  established  by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such  appropriate  insertions,  omissions,  substitutions  and
other  variations as are required or permitted by this  Indenture,  and may have
such  letters,  numbers or other  marks of  identification  and such  legends or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officers  executing  such  Securities,  as evidenced  by their  execution of the
Securities.  If the form of  Securities of any series is  established  by action
taken pursuant to a Board  Resolution,  a copy of an appropriate  record of such
action  shall be certified  by the  Secretary  or an Assistant  Secretary of the
Company and  delivered to the Trustee at or prior to the delivery of the Company
Order  contemplated by Section 303 for the  authentication  and delivery of such
Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers  executing such  Securities,  as evidenced by their execution of
such Securities.

Section 202.  Form of Face of Security.

         [Insert  any  legend  required  by the  Internal  Revenue  Code and the
regulations thereunder.]

                                RAYTHEON COMPANY

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




No._________                                                         $__________

         Raytheon  Company,  a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company",  which term includes
any  successor  Person under the Indenture  hereinafter  referred to), for value
received,  hereby promises to pay to , or registered assigns,  the principal sum
of __________________ [Dollars] on _____________,  ______ [if the Security is to
bear interest prior to Maturity, insert -- , and to pay interest thereon from or
from the most recent  Interest  Payment Date to which  interest has been paid or
duly provided for,  semi-annually  on __________  and  ___________ in each year,
commencing _________, at the rate of ___% per





                                      -14-


annum,  until the  principal  hereof is paid or made  available  for payment [if
applicable,  insert -- , and (to the extent  that the  payment of such  interest
shall  be  legally  enforceable)  at the rate of __% per  annum  on any  overdue
principal and premium and on any overdue installment of interest].  The interest
so payable,  and punctually  paid or duly provided for, on any Interest  Payment
Date will,  as provided in such  Indenture,  be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of  business on the Regular  Record Date for such  interest,  which shall be the
______ or ______  (whether  or not a  Business  Day),  as the case may be,  next
preceding such Interest  Payment Date. Any such interest not so punctually  paid
or duly  provided for will  forthwith  cease to be payable to the Holder on such
Regular  Record  Date and may  either be paid to the  Person in whose  name this
Security (or one or more  Predecessor  Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted  Interest to
be fixed by the Trustee,  notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special  Record  Date,  or be
paid  at any  time  in  any  other  lawful  manner  not  inconsistent  with  the
requirements  of any securities  exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange,  all as
more fully provided in said Indenture].

         [If the Security is not to bear interest  prior to Maturity,  insert --
The principal of this Security  shall not bear interest  except in the case of a
default in payment of principal upon acceleration,  upon redemption or at Stated
Maturity  and in such case the overdue  principal  of this  Security  shall bear
interest  at the rate of ___% per annum (to the extent  that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such  principal  has been made or duly
provided for. Interest on any overdue principal shall be payable on demand.  Any
such interest on any overdue  principal that is not so paid on demand shall bear
interest  at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date  payment of such  interest  has been made or duly
provided for, and such interest shall also be payable on demand.]

         Payment of the principal of (and premium,  if any) and [if  applicable,
insert -- any such]  interest  on this  Security  will be made at the  office or
agency of the Company maintained for that purpose [in ____________] in such coin
or  currency  of [the  United  States of America]  [insert  other  currency,  if
applicable]  as at the time of payment is legal tender for payment of public and
private debts [if applicable,  insert -- ; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the  Person  entitled  thereto  as such  address  shall  appear in the  Security
Register].

         Reference is hereby made to the further provisions of this Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.




                                      -15-


         Unless the  certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.




                                      -16-


         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                RAYTHEON COMPANY

                                               By:_____________________________


Attest:

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


Section 203.  Form of Reverse of Security.

         This  Security is one of a duly  authorized  issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under  an  Indenture,  dated  as of  July 3,  1995  (herein  called  the
"Indenture"),  between the Company and The Bank of New York, as Trustee  (herein
called the  "Trustee",  which term  includes  any  successor  trustee  under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,  limitations of rights,
duties and immunities  thereunder of the Company, the Trustee and the Holders of
the Securities  and of the terms upon which the  Securities  are, and are to be,
authenticated  and delivered.  This Security is one of the series  designated on
the face hereof[, limited in aggregate principal amount to $ ________].

         [If applicable,  insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___________ in any year commencing with the year ____ and ending with the
year ____ through  operation of the sinking fund for this series at a Redemption
Price equal to 100% of the  principal  amount,  and (2)] at any time on or after
_________,  19__], as a whole or in part, at the election of the Company, at the
following  Redemption Prices (expressed as percentages of the principal amount):
If redeemed [on or before ___________, __%, and if redeemed] during the 12-month
period beginning _________ of the years indicated,


                          Redemption                                Redemption
    Year                  Price                    Year             Price
    ----                  ----------               ----             ----------







                                      -17-


and  thereafter  at a Redemption  Price equal to ___% of the  principal  amount,
together in the case of any such redemption [if  applicable,  insert -- (whether
through  operation of the sinking fund or otherwise)]  with accrued  interest to
the Redemption  Date, but interest  installments  whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant  Record Dates  referred to on the face  hereof,  all as provided in the
Indenture.]

             [If applicable, insert -- The Securities of this series are subject
to redemption  upon not less than 30 days' notice by mail, (1) on _______ in any
year  commencing  with  the year  ____ and  ending  with the year  ____  through
operation  of the  sinking  fund for this  series at the  Redemption  Prices for
redemption  through  operation of the sinking fund  (expressed as percentages of
the principal  amount) set forth in the table below,  and (2) at any time [on or
after  ____________],  as a whole or in part, at the election of the Company, at
the  Redemption  Prices for redemption  otherwise than through  operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning ___________ of the
years indicated,




                       Redemption Price                 Redemption Price For
                       For Redemption                   Redemption Otherwise
                       Through Operation                Than Through Operation
         Year          of the Sinking Fund              of the Sinking Fund
         ----          -------------------              ----------------------




and  thereafter  at a Redemption  Price equal to ___% of the  principal  amount,
together in the case of any such redemption  (whether  through  operation of the
sinking fund or otherwise)  with accrued  interest to the  Redemption  Date, but
interest  installments  whose Stated  Maturity is on or prior to such Redemption
Date  will  be  payable  to the  Holders  of  such  Securities,  or one or  more
Predecessor  Securities,  of  record at the close of  business  on the  relevant
Record Date referred to on the face hereof, all as provided in the Indenture.]

         [Notwithstanding  the foregoing,  the Company may not, prior to________
redeem any  Securities  of this  series as  contemplated  by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the  application,  directly  or  indirectly,  of  moneys  borrowed  having an
interest cost to the Company  (calculated in accordance with generally  accepted
financial practice) of less than ___% per annum.]

         [The  sinking  fund for this  series  provides  for the  redemption  on
________  in each year  beginning  with the year ____ and  ending  with the year
of____ [not less than $_________  ("mandatory  sinking fund") and not more than]
$________ aggregate principal




                                      -18-


amount of  Securities  of this  series.  Securities  of this series  acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund payments
may be credited against subsequent  [mandatory]  sinking fund payments otherwise
required to be made [if applicable, insert -- in the inverse order in which they
become due].]

         [If the  Security is subject to  redemption.  insert -- In the event of
redemption  of this  Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

         [If  applicable,  insert -- This  Security is not subject to redemption
prior to maturity.]

         [If  applicable,  insert  --  The  Indenture  contains  provisions  for
defeasance  at any time of [(a)]  (the  entire  indebtedness  evidenced  by this
Security]  [and  (b)]  [certain  restrictive  covenants,]  [in each  case]  upon
compliance  by the Company  with certain  conditions  set forth  therein,  which
provisions apply to this Security.]

         [If the Security is not an Original Issue Discount Security,  insert --
If an Event of Default with respect to Securities of this series shall occur and
be  continuing,  the principal of the  Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount  Security,  insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing,  an amount of  principal  of the  Securities  of this  series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.  Such amount shall be equal to [-- insert formula for determining the
amount]. Upon payment [if applicable,  insert -- (i)] of the amount of principal
so declared  due and payable [if  applicable,  insert -- and (ii) of interest on
any overdue  principal and overdue interest (in each case to the extent that the
payment of such interest  shall be legally  enforceable)],  all of the Company's
obligations in respect of the payment of the principal of and interest,  if any,
on the Securities of this series shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal  amount of the  Securities  at
the time  Outstanding  of all series to be affected  (voting as a single class).
The  Indenture  also  contains  provisions  permitting  the Holders of specified
percentages  in principal  amount of the  Securities  of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance  by the Company with certain  provisions of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver by the Holder of this Security  shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of





                                      -19-


any  Security  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not notation of such consent or waiver is
made upon this Security.

         No reference  herein to the Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest  on this  Security  at the  times,  place and rate,  and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth,  the  transfer  of this  Security  is  registerable  in the  Security
Register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the  Company  in any place  where the  principal  of and any
premium  and  interest  on this  Security  are  payable,  duly  endorsed  by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company and the Security  Registrar  duly  executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this  series and of like tenor,  of  authorized  denominations  and for the same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

         The  Securities  of this series are issuable  only in  registered  form
without coupons in denominations of $ ______ and any integral  multiple thereof.
As provided in the  Indenture  and  subject to certain  limitations  therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different  authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this  Security  which are  defined  in the  Indenture
shall have the meanings assigned to them in the Indenture.

Section 204. Form of Legend for Global Security.

         Unless  otherwise  specified  as  contemplated  by Section  301 for the
Securities  evidenced thereby,  any Global Security  authenticated and delivered
hereunder shall bear a legend in substantially the following form:



                                      -20-



                 "This Security is a Global  Security  within the meaning of the
         indenture  hereinafter  referred to and is  registered in the name of a
         Depositary or a nominee  thereof.  This Security may not be transferred
         to, or registered or exchanged  for  Securities  registered in the name
         of, any Person other than the  Depositary  or a nominee  thereof and no
         such transfer may be  registered,  except in the limited  circumstances
         described in the Indenture.  Every Security authenticated and delivered
         upon  registration  of transfer  of, or in exchange  for or in lieu of,
         this  Security  shall be a Global  Security  subject to the  foregoing,
         except in such limited circumstances."

Section 205.  Form of Trustee's Certificate of Authentication.

         The Trustee's  certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                                   THE BANK OF NEW YORK


                                                   -----------------------------
                                                   As Trustee

                                                   By:
                                                      --------------------------
                                                            Authorized Officer

                                 ARTICLE THREE

                                 The Securities

Section 301.  Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The  Securities  may be issued in one or more  series.  There  shall be
established in or pursuant to a Board  Resolution  and,  subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

                  (1) the title of the  Securities  of the series  (which  shall
         distinguish  the Securities of the series from  Securities of any other
         series);



   30
                                      -21-



                  (2) any  limit  upon the  aggregate  principal  amount  of the
         Securities  which  may  be  authenticated   and  delivered  under  this
         Indenture  (except for  Securities  authenticated  and  delivered  upon
         registration  of transfer of, or in exchange  for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any  Securities  which,  pursuant  to Section  303,  are
         deemed never to have been authenticated and delivered hereunder);

                  (3) the  Person  to whom any  interest  on a  Security  of the
         series  shall be  payable,  if other than the Person in whose name that
         Security (or one or more  Predecessor  Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4) the date or dates on which the principal of the Securities
         of the series is payable;

                  (5) the rate or rates at which the  Securities  of the  series
         shall bear interest, if any, the date or dates from which such interest
         shall  accrue,  the Interest  Payment  Dates on which any such interest
         shall be payable and the Regular  Record Date for any interest  payable
         on any Interest Payment Date;

                  (6) the place or places where the principal of and any premium
         and interest on Securities of the series shall be payable;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which  Securities of the series
         may be redeemed, in whole or in part, at the option of the Company;

                  (8) the  obligation,  if any,  of the  Company  to  redeem  or
         purchase  Securities  of the series  pursuant  to any  sinking  fund or
         analogous  provisions  or at the  option  of a Holder  thereof  and the
         period or periods  within  which,  the price or prices at which and the
         terms and  conditions  upon which  Securities  of the  series  shall be
         redeemed  or  purchased,   in  whole  or  in  part,  pursuant  to  such
         obligation;

                  (9) if other than  denominations  of $1,000  and any  integral
         multiple  thereof,  the denominations in which Securities of the series
         shall be issuable;

                  (10)  the  currency,  currencies  or  currency  units in which
         payment  of the  principal  of and  any  premium  and  interest  on any
         Securities of the series shall be payable if other than the currency of
         the  United  States  of  America  and the  manner  of  determining  the
         equivalent  thereof in the currency of the United States of America for
         purposes of the definition of "Outstanding" in Section 101;


                                      -22-


                  (11) if the amount of payments of  principal of or any premium
         or  interest  on any  Securities  of the  series may be  determined  by
         reference  to an index or  formula,  the manner in which  such  amounts
         shall be determined;

                  (12) if the  principal  of or any  premium or  interest on any
         Securities  of the  series is to be  payable,  at the  election  of the
         Company or a Holder  thereof,  in one or more  currencies  or  currency
         units other than that or those in which the Securities are stated to be
         payable, the currency, currencies or currency units in which payment of
         the  principal  of and any premium and interest on  Securities  of such
         series as to which  such  election  is made shall be  payable,  and the
         periods  within  which and the terms and  conditions  upon  which  such
         election is to be made;

                  (13) if other than the principal  amount thereof,  the portion
         of the  principal  amount of  Securities  of the series  which shall be
         payable  upon  declaration  of  acceleration  of the  Maturity  thereof
         pursuant to Section 502;

                  (14) the  application,  if any,  of either or both of  Section
         1302 and Section 1303 to the Securities of the series;

                  (15) whether the Securities of the series shall be issuable in
         whole or in part in the form of one or more Global  Securities  and, in
         such case, the Depositary or  Depositaries  for such Global Security or
         Global Securities and any  circumstances  other than those set forth in
         Section 305 in which any such Global  Security may be  transferred  to,
         and registered and exchanged for Securities  registered in the name of,
         a Person  other  than the  Depositary  for such  Global  Security  or a
         nominee thereof and in which any such transfer may be registered;

                  (16) if other than as  specified in Section 501, the events of
         default applicable with respect to the Securities of the series;

                  (17) if other than as  specified in Section 502, the events of
         default the  occurrence  of which would permit the  declaration  of the
         acceleration of maturity pursuant to Section 502;

                  (18) any other  covenant or warranty  included for the benefit
         of Securities of the series in addition to (and not inconsistent  with)
         those  included in this  Indenture for the benefit of Securities of all
         series,  or any other covenant or warranty  included for the benefit of
         Securities  of the series in lieu of any covenant or warranty  included
         in this  Indenture for the benefit of Securities of all series,  or any
         provision that any covenant or warranty  included in this Indenture for
         the benefit of Securities of all series shall not be for the benefit of
         Securities  of such  series,  or any  combination  of  such  covenants,
         warranties or provisions; and

                  (19) any other term of the series  (which  terms  shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).



                                      -23-



         All  Securities  of any one  series  shall be  substantially  identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board  Resolution  referred  to above and  (subject  to Section  303) set
forth,  or  determined  in the manner  provided,  in the  Officers'  Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the  terms  of a  series  are  established  by  action  taken
pursuant to a Board Resolution,  a copy of an appropriate  record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered  to  the  Trustee  at or  prior  to  the  delivery  of  the  Officers'
Certificate setting forth the terms of such series.

Section 302. Denominations.

         The  Securities  of each series  shall be issuable in  registered  form
without coupons in such  denominations  as shall be specified as contemplated by
Section  301.  In the  absence  of  any  such  provisions  with  respect  to the
Securities  of any series,  the  Securities  of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.

         The  Securities  shall be  executed  on  behalf of the  Company  by its
Chairman of the Board,  its President or one of its Vice  Presidents,  under its
corporate  seal  reproduced  thereon  attested  by its  Secretary  or one of its
Assistant Secretaries.  The signature of any of these officers on the Securities
may be manual or facsimile.

         Securities  bearing the manual or facsimile  signatures of  individuals
who were at any time the proper  officers of the Company shall bind the Company,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the  execution  and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  securities,  and the Trustee in accordance
with the Company Order shall  authenticate and deliver such  Securities.  If the
form or terms of the  Securities  of the  series  have  been  established  in or
pursuant to one or more Board  Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this  Indenture  in relation  to such  Securities,  the  Trustee  shall be
entitled to receive,  and (subject to Section  601) shall be fully  protected in
relying upon, an Opinion of Counsel stating,

                  (a) if the form of such Securities has been  established by or
         pursuant to Board  Resolution  as permitted  by Section 201,  that such
         form has been  established  in conformity  with the  provisions of this
         Indenture;



                                      -24-

                  (b) if the terms of such Securities  have been  established by
         or pursuant to Board  Resolution as permitted by Section 301, that such
         terms have been  established in conformity  with the provisions of this
         Indenture; and

                  (c) that such Securities,  when authenticated and delivered by
         the  Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel,  will constitute valid
         and  legally  binding   obligations  of  the  Company   enforceable  in
         accordance  with  their  terms,  subject  to  bankruptcy,   insolvency,
         fraudulent  transfer,  reorganization,  moratorium  and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general  equity  principles.

If such  form or terms  have  been so  established,  the  Trustee  shall  not be
required  to  authenticate  such  Securities  if the  issue  of such  Securities
pursuant to this  Indenture  will  affect the  Trustee's  own rights,  duties or
immunities  under the  Securities  and this  Indenture  or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding  the  provisions  of Section  301 and of the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required  pursuant to Section  301 or the  Company  Order and Opinion of Counsel
otherwise required pursuant to such preceding  paragraph at or prior to the time
of  authentication  of each  Security  of such  series  if  such  documents  are
delivered at or prior to the authentication  upon original issuance of the first
Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or  obligatory  for any purpose  unless there  appears on such  Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed by the Trustee by manual signature of an Authorized  Officer,  and such
certificate  upon  any  Security  shall  be  conclusive  evidence,  and the only
evidence,   that  such  Security  has  been  duly  authenticated  and  delivered
hereunder.  Notwithstanding  the  foregoing,  if any  Security  shall  have been
authenticated and delivered  hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for  cancellation  as
provided in Section 309, for all purposes of this  Indenture such Security shall
be deemed never to have been  authenticated  and  delivered  hereunder and shall
never be entitled to the benefits of this Indenture.

Section 304.  Temporary Securities.

         Pending the  preparation  of definitive  Securities of any series,  the
Company may execute,  and upon Company Order the Trustee shall  authenticate and
deliver,  temporary  Securities  which are printed,  lithographed,  typewritten,
mimeographed or otherwise




                                      -25-


produced,  in any  authorized  denomination,  substantially  of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions,  omissions,  substitutions  and  other  variations  as the  officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

         If  temporary  Securities  of any series are issued,  the Company  will
cause definitive  Securities of that series to be prepared without  unreasonable
delay.  After the  preparation  of  definitive  Securities  of such series,  the
temporary  Securities  of such  series  shall  be  exchangeable  for  definitive
Securities  of such series upon  surrender of the  temporary  Securities of such
series at the office or agency of the  Company  in a Place of  Payment  for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more  temporary  Securities  of any series the Company  shall execute and the
Trustee  shall  authenticate  and  deliver  in  exchange  therefor  one or  more
definitive Securities of the same series, of any authorized denominations and of
a like aggregate  principal  amount and tenor.  Until so exchanged the temporary
Securities  of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

Section 305.  Registration, Registration of Transfer and Exchange.

         The Company  shall  cause to be kept at the  Corporate  Trust  Office a
register  (the  register  maintained  in such office and in any other  office or
agency of the Company in a Place of Payment being herein sometimes  collectively
referred to as the  "Security  Register") in which,  subject to such  reasonable
regulations as it may prescribe,  the Company shall provide for the registration
of Securities  and of transfers of Securities.  The Trustee is hereby  appointed
"Security Registrar" for the purpose of registering  Securities and transfers of
Securities as herein provided.

         Upon  surrender  for  registration  of transfer of any  Security of any
series  at the  office  or agency in a Place of  Payment  for that  series,  the
Company shall execute,  and the Trustee shall  authenticate and deliver,  in the
name of the designated transferee or transferees,  one or more new Securities of
the  same  series,  of any  authorized  denominations  and  of a like  aggregate
principal amount and tenor.

         At the option of the Holder,  Securities of any series may be exchanged
for other Securities of the same series, of any authorized  denominations and of
a like aggregate principal amount and tenor, upon surrender of the securities to
be  exchanged  at  such  office  or  agency.  Whenever  any  Securities  are  so
surrendered  for  exchange,  the Company  shall  execute,  and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

         All Securities  issued upon any registration of transfer or exchange of
Securities  shall be the valid  obligations of the Company,  evidencing the same
debt, and entitled to the same benefits under this Indenture,  as the Securities
surrendered upon such registration of transfer or exchange.





                                      -26-


         Every Security presented or surrendered for registration of transfer or
for  exchange  shall (if so  required  by the  Company or the  Trustee)  be duly
endorsed,  or be  accompanied  by a  written  instrument  of  transfer  in  form
satisfactory  to the Company and the Security  Registrar duly  executed,  by the
Holder thereof or his attorney duly authorized in writing.

         No service  charge  shall be made to a Holder for any  registration  of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         The Company  shall not be required (i) to issue,  register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of  redemption  of
Securities of that series selected for redemption  under Section 1103 and ending
at the close of business  on the day of such  mailing,  or (ii) to register  the
transfer of or exchange any Security so selected for  redemption  in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

         Notwithstanding  the  foregoing  and except as  otherwise  specified or
contemplated by Section 301, no Global  Security shall be exchangeable  pursuant
to this Section 305 or Sections 304, 906 and 1107 for  Securities  registered in
the  name  of,  and no  transfer  of a  Global  Security  of any  series  may be
registered  to, any Person other than the  Depositary  for such  Security or its
nominee,  unless  (1)  such  Depositary  (A)  notifies  the  Company  that it is
unwilling or unable to continue as  Depositary  for such Global  Security or (B)
ceases to be a  clearing  agency  registered  under the  Exchange  Act,  (2) the
Company  executes and  delivers to the Trustee a Company  Order that such Global
Security shall be so exchangeable and the transfer  thereof so registerable,  or
(3) there shall have occurred and be continuing an Event of Default, or an event
which  with  notice or lapse of time or both would  become an Event of  Default,
with  respect to the  Securities  evidenced  by such Global  Security.  Upon the
occurrence in respect of any Global Security of any series of any one or more of
the conditions  specified in clause (1), (2) or (3) of the preceding sentence or
such other  conditions  as may be specified as  contemplated  by Section 301 for
such series, such Global Security may be exchanged for Securities  registered in
the names of, and the  transfer of such Global  Security may be  registered  to,
such Persons  (including  Persons other than the Depositary with respect to such
series and its nominees) as such Depositary  shall direct.  Notwithstanding  any
other provision of this Indenture, any Security authenticated and delivered upon
registration  of  transfer  of, or in  exchange  for,  or in lieu of, any Global
Security shall also be a Global Security and shall bear the legend  specified in
Section 204 except for any Security authenticated and delivered in exchange for,
or upon registration of transfer of, a Global Security pursuant to the preceding
sentence.




                                      -27-



Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated  Security is surrendered  to the Trustee,  the Company
shall  execute  and the  Trustee  shall  authenticate  and  deliver in  exchange
therefor a new  Security  of the same  series  and of like  tenor and  principal
amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such  security or  indemnity as may be required by them to save each of them and
any agent of either of them  harmless,  then,  in the  absence  of notice to the
Company or the  Trustee  that such  Security  has been  acquired  by a bona fide
purchaser,  the Company  shall execute and the Trustee  shall  authenticate  and
deliver, in lieu of any such destroyed,  lost or stolen Security, a new Security
of the same series and of like tenor and  principal  amount and bearing a number
not contemporaneously outstanding.

         In case any such  mutilated,  destroyed,  lost or stolen  Security  has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security  under this Section,  the Company
may  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new  Security of any series  issued  pursuant to this  Section in
lieu of any  destroyed,  lost or stolen  Security  shall  constitute an original
additional contractual obligation of the Company,  whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Securities of that series duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the  replacement or
payment of mutilated, destroyed, lost or stolen Securities.

Section 307.  Payment of Interest; Interest Rights Preserved.

         Except as  otherwise  provided  as  contemplated  by  Section  301 with
respect to any series of Securities,  interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest  Payment Date shall
be paid to the Person in whose name that  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually  paid or duly  provided  for, on any  Interest  Payment  Date (herein
called "Defaulted




                                      -28-


Interest")  shall  forthwith  cease to be payable to the Holder on the  relevant
Regular  Record Date by virtue of having been such  Holder,  and such  Defaulted
Interest may be paid by the Company,  at its election in each case,  as provided
in Clause (1) or (2) below:

                  (1) The  Company  may elect to make  payment of any  Defaulted
         Interest to the Persons in whose  names the  Securities  of such series
         (or their  respective  Predecessor  Securities)  are  registered at the
         close of  business  on a Special  Record  Date for the  payment of such
         Defaulted  Interest,  which shall be fixed in the following manner. The
         Company  shall notify the Trustee in writing of the amount of Defaulted
         Interest  proposed  to be paid on each  Security of such series and the
         date of the proposed  payment,  and at the same time the Company  shall
         deposit  with the  Trustee  an amount of money  equal to the  aggregate
         amount  proposed  to be paid in respect of such  Defaulted  Interest or
         shall make  arrangements  satisfactory  to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in  trust  for the  benefit  of the  Persons  entitled  to such
         Defaulted  Interest as in this Clause  provided.  Thereupon the Trustee
         shall fix a  Special  Record  Date for the  payment  of such  Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the  proposed  payment  and not less  than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall  promptly  notify the Company of such Special  Record
         Date and,  in the name and at the expense of the  Company,  shall cause
         notice of the  proposed  payment  of such  Defaulted  Interest  and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each  Holder  of  Securities  of such  series at his  address  as it
         appears in the Security  Register,  not less than 10 days prior to such
         Special Record Date.  Notice of the proposed  payment of such Defaulted
         Interest and the Special  Record Date  therefor  having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor  Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

                  (2) The Company may make payment of any Defaulted  Interest on
         the   Securities   of  any  series  in  any  other  lawful  manner  not
         inconsistent with the requirements of any securities  exchange on which
         such Securities may be listed,  and upon such notice as may be required
         by such exchange,  if, after notice given by the Company to the Trustee
         of the proposed payment pursuant to this Clause, such manner of payment
         shall be deemed practicable by the Trustee.

         Subject to the  foregoing  provisions  of this  Section,  each Security
delivered  under this Indenture upon  registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest  accrued
and unpaid, and to accrue, which were carried by such other Security.



                                      -29-


Section 308.  Persons Deemed Owners.

         Prior to due  presentment of a Security for  registration  of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the  Person  in whose  name such  Security  is  registered  as the owner of such
Security  for the purpose of  receiving  payment of principal of and any premium
and  (subject to Section  307) any  interest on such  Security and for all other
purposes  whatsoever,  whether or not such Security be overdue,  and neither the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary.

Section 309.  Cancellation.

         All Securities  surrendered  for payment,  redemption,  registration of
transfer or exchange or for credit  against any sinking fund payment  shall,  if
surrendered  to any Person other than the  Trustee,  be delivered to the Trustee
and shall be promptly  cancelled  by it. The Company may at any time  deliver to
the  Trustee  for  cancellation  any  securities  previously  authenticated  and
delivered   hereunder  which  the  Company  may  have  acquired  in  any  manner
whatsoever,  and may deliver to the Trustee (or to any other Person for delivery
to  the  Trustee)  for  cancellation  any  Securities  previously  authenticated
hereunder  which the  Company  has not issued and sold,  and all  securities  so
delivered  shall be promptly  cancelled by the Trustee.  No Securities  shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture.  All cancelled
Securities  held by the  Trustee  shall be  disposed of as directed by a Company
Order.

Section 310.  Computation of Interest.

         Except as  otherwise  specified  as  contemplated  by  Section  301 for
Securities  of any series,  interest on the  Securities  of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.  Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving  rights of  registration  of transfer or exchange of
Securities  herein expressly  provided for), and the Trustee,  at the expense of
the Company,  shall execute proper  instruments  acknowledging  satisfaction and
discharge of this Indenture, when



                                      -30-


                  (1) either

                  (A) all Securities theretofore authenticated and delivered
         (other than (i) Securities  which have been  destroyed,  lost or stolen
         and which have been  replaced  or paid as  provided  in Section 306 and
         (ii) Securities for whose payment money has theretofore  been deposited
         in trust or segregated  and held in trust by the Company and thereafter
         repaid to the Company or  discharged  from such  trust,  as provided in
         Section 1004) have been delivered to the Trustee for cancellation; or

                  (B) all  such  Securities  not  theretofore  delivered  to the
         Trustee for cancellation

                           (i) have become due and payable, or

                           (ii) will  become  due and  payable  at their  Stated
                  Maturity within one year, or

                           (iii) are to be called for redemption within one year
                  under arrangements  satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

         and the Company, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited  with the Trustee as trust funds in trust for
         the  purpose  an amount  sufficient  to pay and  discharge  the  entire
         indebtedness  on  such  Securities  not  theretofore  delivered  to the
         Trustee for cancellation, for principal and any premium and interest to
         the date of such deposit (in the case of  Securities  which have become
         due and payable) or to the Stated  Maturity or Redemption  Date, as the
         case may be;

                  (2) the  Company  has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent   herein  provided  for  relating  to  the  satisfaction  and
         discharge of this Indenture have been complied with.

         Notwithstanding  the satisfaction and discharge of this Indenture,  the
obligations of the Company to the Trustee under Section 607, the  obligations of
the Trustee to any  Authenticating  Agent under Section 614, and, if money shall
have been deposited with the Trustee  pursuant to subclause (B) of Clause (1) of
this  Section,  the  obligations  of the Trustee  under Section 402 and the last
paragraph of Section 1004, shall survive.

Section 402.  Application of Trust Money.

         Subject to the  provisions of the last  paragraph of Section 1004,  all
money deposited with the Trustee  pursuant to Section 401 shall be held in trust
and applied by it, in



                                      -31-


accordance  with the  provisions of the Securities  and this  Indenture,  to the
payment,  either  directly or through any Paying  Agent  (including  the Company
acting as its own Paying  Agent) as the  Trustee may  determine,  to the Persons
entitled  thereto,  of the  principal  and any  premium and  interest  for whose
payment such money has been deposited with the Trustee.


                                  ARTICLE FIVE

                                    Remedies

Section 501.  Events of Default.

         "Event of Default",  wherever used herein with respect to Securities of
any  particular  series,  means any one of the  following  events  (whatever the
reason  for  such  Event of  Default  and  whether  it  shall  be  voluntary  or
involuntary  or be effected  by  operation  of law or pursuant to any  judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative or governmental body):

                  (a) default in the due and punctual payment of any installment
         of interest  upon any of the  Securities of that series as and when the
         same shall become due and payable and continuance of such default for a
         period of 30 days; or

                  (b) default in the due and punctual  payment of the  principal
         of (or premium, if any, on) any of the Securities of that series as and
         when the same  shall  become due and  payable  either at  Maturity,  by
         declaration as authorized by this Indenture, or otherwise; or

                  (c) default in the deposit of any sinking fund  payment,  when
         and as due by the terms of a Security of that series; or

                  (d)  failure  on the part of the  Company  duly to  observe or
         perform any other of the  covenants  or  agreements  on the part of the
         Company set forth in the Securities of that series or in this Indenture
         (other than those set forth  exclusively  in the terms of Securities of
         any series other than that series, or those which have been included in
         this  Indenture  for the benefit of Securities of any series other than
         that  series)  continued  for a period of 60 days after  there has been
         given,  by registered or certified mail, to the Company by the Trustee,
         or to the  Company  and the  Trustee by the  Holders of at least 25% in
         principal  amount  of  the  Securities  of  that  series  at  the  time
         Outstanding, a written notice specifying such failure and requiring the
         same to be  remedied  and  stating  that such  notice  is a "Notice  of
         Default" hereunder; or

                  (e)  the  entry  of  a  decree  or  order  by a  court  having
         jurisdiction in the premises  granting relief in respect of the Company
         in  an  involuntary   case  under  any  applicable   Federal  or  State
         bankruptcy,  insolvency,  reorganization or other similar law adjudging
         the Company as being bankrupt or insolvent, or approving as properly




                                      -32-


         filed a petition  seeking  reorganization,  arrangement,  adjustment or
         composition  of or in  respect  of the  Company  under  any  applicable
         Federal or State law, or appointing a receiver, liquidator,  custodian,
         assignee,  trustee,  sequestrator  (or other  similar  official) of the
         Company, or of any substantial part of its properties,  or ordering the
         winding  up or  liquidation  of the  affairs  of the  Company,  and the
         continuance  of any such decree or order  unstayed  and in effect for a
         period of 60 consecutive days; or

                  (f)  the  institution  by the  Company  of  proceedings  to be
         adjudicated  as being  bankrupt  or  insolvent,  or the  consent by the
         Company to the  institution  of bankruptcy  or  insolvency  proceedings
         against  it, or the filing by the  Company  of a petition  or answer or
         consent seeking  reorganization or relief under any applicable  Federal
         or State bankruptcy,  insolvency,  reorganization or other similar law,
         or the consent by the Company to the filing of any such  petition or to
         the  appointment  of  a  receiver,  liquidator,   custodian,  assignee,
         trustee, sequestrator (or other similar official) of the Company, or of
         any substantial part of its properties, or the making by the Company of
         an  assignment  for the benefit of  creditors,  or the admission by the
         Company in writing of its inability to pay its debts  generally as they
         become  due,  or the  taking  of  corporate  action by the  Company  in
         furtherance of any such action; or

                  (g) any  other  Event of  Default  provided  with  respect  to
         Securities of that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.

         In case one or more of the Events of Default  specified  in Section 501
shall have occurred and be continuing  with respect to any particular  series of
Securities, then and in each and every such case, unless the principal of all of
the Securities of that series shall have already become due and payable,  either
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Securities of that series then Outstanding  hereunder,  by notice in writing
to the  Company  (and to the  Trustee  if given by  Holders),  may  declare  the
principal or, in the case of Original Issue Discount Securities,  such amount of
principal as may be provided for in such  Securities,  of all the  Securities of
that series to be due and payable immediately, and upon any such declaration the
same shall become and shall be  immediately  due and  payable,  anything in this
Indenture  or in the  Securities  of  that  series  contained  to  the  contrary
notwithstanding.  This provision,  however, is subject to the condition that if,
at any time after such  principal or such amount of  principal,  as the case may
be,  shall have been so declared  due and  payable,  and before any  judgment or
decree for the payment of the moneys due shall have been  obtained or entered as
hereinafter provided,  the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured  installments  of interest upon all Securities
of that  series  and the  principal  of (and  premium,  if any,  on) any and all
Securities  of that  series  which  shall  have  become  due  otherwise  than by
acceleration  (with interest on overdue  installments of interest (to the extent
that payment of such interest is enforceable  under  applicable law) and on such
principal (and premium,  if any) at the rate of interest  prescribed therefor by
such Securities, to the date of such payment or deposit) and the expenses of the
Trustee, including the reasonable fees of its counsel, and




                                      -33-


any and all defaults  under this Indenture with respect to the Securities of the
series,  other than the  nonpayment  of principal of (and  premium,  if any) and
accrued interest on the Securities of that series which shall have become due by
acceleration shall have been remedied -- then and in every such case the Holders
of a majority in aggregate  principal  amount of the  Securities  of that series
then Outstanding, by written notice to the Company and to the Trustee, may waive
all defaults and rescind and annul such declaration and its consequences; but no
such waiver or  rescission  and  annulment  shall  extend to or shall affect any
subsequent default, or shall impair any right consequent thereon.

Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if

                  (1)  default  is made in the  payment of any  interest  on any
         Security  when such  interest  becomes due and payable and such default
         continues for a period of 30 days, or

                  (2)  default is made in the  payment of the  principal  of (or
         premium, if any, on) any Security at the Maturity thereof,

the Company will, upon written demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities  for  principal  and any premium and interest and, to the extent that
payment of such interest shall be legally  enforceable,  interest on any overdue
principal  and  premium  and on any  overdue  interest,  at the  rate  or  rates
prescribed therefor in such Securities,  and, in addition thereto,  such further
amount as shall be  sufficient  to cover the costs and  expenses of  collection,
including the reasonable compensation,  expenses,  disbursements and advances of
the Trustee, its agents and counsel.

         If an Event of Default with respect to  Securities of any series occurs
and is  continuing,  the  Trustee may in its  discretion  proceed to protect and
enforce  its rights and rights of the  Holders of  Securities  of such series by
such appropriate  judicial  proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights,  whether for the specific enforcement of
any  covenant or  agreement  in this  Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.




                                      -34-


Section 504.  Trustee May File Proofs of Claim.

         In case of any  judicial  proceeding  relative  to the  Company (or any
other obligor upon the Securities),  its property or its creditors,  the Trustee
shall  be  entitled  and  empowered,  by  intervention  in  such  proceeding  or
otherwise,  to take any and all actions authorized under the Trust Indenture Act
in order to have  claims of the  Holders  and the  Trustee  allowed  in any such
proceeding.  In  particular,  the  Trustee  shall be  authorized  to collect and
receive any moneys or other  property  payable or deliverable on any such claims
and to distribute  the same;  and any custodian,  receiver,  assignee,  trustee,
liquidator,  sequestrator  or  other  similar  official  in  any  such  judicial
proceeding  is hereby  authorized  by each  Holder to make such  payments to the
Trustee and, in the event that the Trustee  shall  consent to the making of such
payments  directly to the  Holders,  to pay to the Trustee any amount due it for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee,  its agents and counsel,  and any other  amounts due the Trustee  under
Section 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to  authorize  or consent to or accept or adopt on behalf of any Holder any plan
of  reorganization,   arrangement,   adjustment  or  composition  affecting  the
Securities  or the rights of any Holder  thereof or to authorize  the Trustee to
vote in  respect of the claim of any  Holder in any such  proceeding;  provided,
however,  the Trustee  may vote on behalf of the  Holders for the  election of a
trustee in bankruptcy or similar official and may be a member of a creditors' or
other similar committee.

Section 505.  Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this  Indenture or the Securities
may be prosecuted  and enforced by the Trustee  without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such  proceeding  instituted by the Trustee shall be brought in its own name
as trustee of an express  trust,  and any  recovery  of  judgment  shall,  after
provision   for  the   payment  of  the   reasonable   compensation,   expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit  of the  Holders  of the  Securities  in  respect of which such
judgment has been recovered.

Section 506.  Application of Money Collected.

         Any money  collected by the Trustee  pursuant to this Article  shall be
applied in the following  order,  at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST:  To the payment of all  amounts  due the Trustee  under
         Section 607; and




                                      -35-



                  SECOND:  To the payment of the amounts then due and unpaid for
         principal of and any premium and interest on the  Securities in respect
         of which or for the  benefit of which  such  money has been  collected,
         ratably,  without preference or priority of any kind,  according to the
         amounts  due and  payable  on such  Securities  for  principal  and any
         premium and interest, respectively.

Section 507.  Limitation on Suits.

         No  Holder  of any  Security  of any  series  shall  have any  right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the  appointment  of a  receiver  or  trustee,  or for any  other  remedy
hereunder, unless

                  (1) such Holder has  previously  given  written  notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

                  (2) the  Holders of not less than 25% in  principal  amount of
         the  Outstanding  Securities  of that  series  shall have made  written
         request to the  Trustee  to  institute  proceedings  in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3)  such  Holder  or  Holders  have  offered  to the  Trustee
         reasonable indemnity against the costs,  expenses and liabilities to be
         incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such  notice,
         request  and  offer of  indemnity  has  failed  to  institute  any such
         proceeding; and

                  (5) no direction  inconsistent  with such written  request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in  principal  amount of the  Outstanding  Securities  of that
         series;

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture to affect,  disturb or  prejudice  the rights of any other of
such Holders,  or to obtain or to seek to obtain priority or preference over any
other of such  Holders or to enforce any right under this  Indenture,  except in
the manner herein  provided and for the equal and ratable benefit of all of such
Holders.

Section 508.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.

         Notwithstanding  any other provision in this  Indenture,  the Holder of
any  Security  shall have the right,  which is absolute  and  unconditional,  to
receive payment of the principal of and any premium and (subject to Section 307)
any interest on such Security on the Stated Maturity or Maturities  expressed in
such Security (or, in the case of redemption,



                                      -36-


on the Redemption  Date) and to institute  suit for the  enforcement of any such
payment,  and such  rights  shall not be  impaired  without  the consent of such
Holder.

Section 509.  Restoration of Rights and Remedies.

         If the Trustee or any Holder has  instituted  any proceeding to enforce
any  right  or  remedy  under  this  Indenture  and  such  proceeding  has  been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every  such  case,  subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored  severally and respectively to their former positions  hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such  proceeding  had been  instituted.

Section 510.  Rights  and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated,  destroyed,  lost or stolen  Securities  in the last  paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy,  and
every right and remedy shall, to the extent  permitted by law, be cumulative and
in addition to every other right and remedy given  hereunder or now or hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

Section 511.  Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any  Securities
to exercise any right or remedy  accruing upon any Event of Default shall impair
any such right or remedy or  constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and remedy given by this Article or by law
to the  Trustee or to the  Holders may be  exercised  from time to time,  and as
often as may be deemed expedient,  by the Trustee or by the Holders, as the case
may be.

Section 512.  Control by Holders.

         The  Holders  of a  majority  in  principal  amount of the  Outstanding
Securities  of any series  shall  have the right to direct the time,  method and
place of conducting any proceeding for any remedy  available to the Trustee,  or
exercising  any trust or power  conferred  on the  Trustee,  with respect to the
Securities of such series, provided that

                  (1) such  direction  shall not be in conflict with any rule of
         law or with this Indenture, and

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.


                                      -37-


Section 513.  Waiver of Past Defaults.

         The  Holders of not less than a  majority  in  principal  amount of the
Outstanding  Securities  of any series  may on behalf of the  Holders of all the
Securities of such series waive any past default  hereunder with respect to such
series and its consequences except a default

                  (1) in the  payment  of the  principal  of or any  premium  or
         interest on any Security of such series, or

                  (2) in respect of a covenant or  provision  hereof which under
         Article  Nine cannot be modified or amended  without the consent of the
         Holder of each Outstanding security of such series affected.

         Upon any such waiver,  such default shall cease to exist, and any Event
of  Default  arising  therefrom  shall be deemed to have been  cured,  for every
purpose of this Indenture;  but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

Section 514.  Undertaking for Costs.

         In any suit for the  enforcement  of any  right or  remedy  under  this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an  undertaking to pay the costs of such suit, and may assess costs against
any such party  litigant,  in the manner and to the extent provided in the Trust
Indenture  Act;  provided that neither this Section nor the Trust  Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 515.  Waiver of Stay or Extension Laws.

         The Company  covenants  (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time  hereafter  in force,  which may affect the  covenants or the
performance  of this  Indenture;  and the  Company  (to the  extent  that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and  covenants  that it will not hinder,  delay or impede the  execution  of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



                                      -38-


                                  ARTICLE SIX

                                  The Trustee

Section 601.  Certain Duties and Responsibilities.

         The duties and  responsibilities of the Trustee shall be as provided by
the Trust  Indenture Act.  Notwithstanding  the foregoing,  no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers,  if it shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the provisions of this Section.

Section 602. Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee  shall give the Holders of  Securities of such series notice of such
default as and to the extent  provided  by the Trust  Indenture  Act;  provided,
however,  that in the case of any default of the character  specified in Section
501(d) with  respect to  Securities  of such  series,  no such notice to Holders
shall be given  until at least 30 days  after the  occurrence  thereof.  For the
purpose of this Section,  the term "default"  means any event which is, or after
notice or lapse of time or both would  become,  an Event of Default with respect
to Securities of such series.

Section 603.  Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                  (a) the Trustee may rely and shall be  protected  in acting or
         refraining  from acting upon any  resolution,  certificate,  statement,
         instrument,  opinion,  report,  notice,  request,  direction,  consent,
         order, bond,  debenture,  note, other evidence of indebtedness or other
         paper or document  believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (b) any request or direction of the Company  mentioned  herein
         shall be  sufficiently  evidenced by a Company Request or Company Order
         and any  resolution  of the  Board  of  Directors  may be  sufficiently
         evidenced by a Board Resolution;

                  (c)  whenever  in the  administration  of this  Indenture  the
         Trustee shall deem it desirable  that a matter be proved or established
         prior to  taking,  suffering  or  omitting  any action  hereunder,  the
         Trustee (unless other evidence be herein specifically  prescribed) may,
         in the  absence  of bad  faith  on its  part,  rely  upon an  Officers'
         Certificate,  except that in the case of any such Officers' Certificate
         which by




                                      -39-


         any provision  hereof is  specifically  required to be furnished to the
         Trustee,  the  Trustee  shall  be under a duty to  examine  the same to
         determine  whether  or not it  conforms  to the  requirements  of  this
         Indenture;

                  (d) the  Trustee  may  consult  with  counsel  and the written
         advice of such  counsel or any  Opinion  of  Counsel  shall be full and
         complete  authorization  and protection in respect of any action taken,
         suffered  or omitted  by it  hereunder  in good  faith and in  reliance
         thereon,  except that in the case of any such Opinion of Counsel  which
         by any provision hereof is specifically required to be furnished to the
         Trustee,  the  Trustee  shall  be under a duty to  examine  the same to
         determine  whether  or not it  conforms  to the  requirements  of  this
         Indenture;

                  (e) the Trustee  shall be under no  obligation to exercise any
         of the rights or powers  vested in it by this  Indenture at the request
         or direction of any of the Holders  pursuant to this Indenture,  unless
         such Holders shall have offered to the Trustee  reasonable  security or
         indemnity  against the costs,  expenses and liabilities  which might be
         incurred by it in compliance with such request or direction;

                  (f) the Trustee  shall not be bound to make any  investigation
         into the  facts  or  matters  stated  in any  resolution,  certificate,
         statement,  instrument,  opinion,  report, notice, request,  direction,
         consent,  order, bond, debenture,  note, other evidence of indebtedness
         or other paper or document,  but the Trustee,  in its  discretion,  may
         make such further inquiry or  investigation  into such facts or matters
         as it may see fit,  and, if the Trustee  shall  determine  to make such
         further inquiry or  investigation,  it shall be entitled to examine the
         books,  records and premises of the Company,  personally or by agent or
         attorney; and

                  (g) the  Trustee  may  execute  any of the  trusts  or  powers
         hereunder  or perform  any duties  hereunder  either  directly or by or
         through  agents or attorneys and the Trustee  shall not be  responsible
         for any  misconduct  or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

Section 604.  Not Responsible for Recitals or Issuance of Securities.

         The  recitals  contained  herein  and in  the  Securities,  except  the
Trustee's  certificates of  authentication,  shall be taken as the statements of
the  Company,   and  the  Trustee  or  any   Authenticating   Agent  assumes  no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.  The Trustee
or any Authenticating  Agent shall not be accountable for the use or application
by the Company of  Securities  or the  proceeds  thereof.

Section 605. May Hold Securities.

         The Trustee,  any Authenticating  Agent, any Paying Agent, any Security
Registrar  or any other agent of the  Company,  in its  individual  or any other
capacity, may





                                      -40-


become the owner or pledgee of Securities and,  subject to Sections 608 and 613,
may  otherwise  deal with the  Company  with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

Section 606.  Money Held in Trust.

         Money held by the  Trustee in trust  hereunder  need not be  segregated
from other  funds  except to the extent  required by law.  The Trustee  shall be
under no liability for interest on any money received by it hereunder  except as
otherwise agreed with the Company.

Section 607.  Compensation and Reimbursement.

                 The Company agrees

                  (1) to pay  to  the  Trustee  from  time  to  time  reasonable
         compensation   for  all  services   rendered  by  it  hereunder  (which
         compensation  shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2)  except  as  otherwise   expressly   provided  herein,  to
         reimburse  the Trustee  upon its request for all  reasonable  expenses,
         disbursements   and  advances  incurred  or  made  by  the  Trustee  in
         accordance  with  any  provision  of  this  Indenture   (including  the
         reasonable  compensation  and the  expenses  and  disbursements  of its
         agents and counsel),  except any such expense,  disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3) to  indemnify  the  Trustee  for,  and to hold it harmless
         against,  any loss, liability or expense incurred without negligence or
         bad  faith  on its  part,  arising  out of or in  connection  with  the
         acceptance  or   administration  of  the  trust  or  trusts  hereunder,
         including the costs and expenses of defending  itself against any claim
         or liability in connection  with the exercise or  performance of any of
         its powers or duties hereunder.

Section 608.  Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the  provisions  of, the Trust  Indenture Act and this  Indenture.

Section 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible  pursuant to the Trust  Indenture  Act to act as such and has a
combined  capital and surplus of at least  $50,000,000  and its Corporate  Trust
Office in the United States or any State or Territory thereof or the District of
Columbia and subject to supervision or




                                      -41-


examination by Federal or State authority.  If such Person publishes  reports of
condition  at least  annually,  pursuant to law or to the  requirements  of said
supervising or examining  authority,  then for the purposes of this Section, the
combined  capital and surplus of such Person  shall be deemed to be its combined
capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  If at any time the Trustee  shall cease to be eligible in accordance
with the provisions of this Section,  it shall resign  immediately in the manner
and with the effect hereinafter specified in this Article.

Section 610.  Resignation and Removal; Appointment of Successor.

         (a) No  resignation  or removal of the Trustee and no  appointment of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 611.

         (b) The Trustee may resign at any time with  respect to the  Securities
of one or more series by giving written  notice  thereof to the Company.  If the
instrument of acceptance  by a successor  Trustee  required by Section 611 shall
not have been  delivered to the Trustee  within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.

         (c)  The  Trustee  may be  removed  at any  time  with  respect  to the
Securities of any series by Act of the Holders of a majority in principal amount
of the  Outstanding  Securities of such series,  delivered to the Trustee and to
the Company.

         (d) If at any time:

                  (1) the Trustee  shall fail to comply  with  Section 608 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

                  (2) the Trustee  shall cease to be eligible  under Section 609
         and shall fail to resign after written request  therefor by the Company
         or by any such Holder, or

                  (3) the Trustee  shall become  incapable of acting or shall be
         adjudged as being bankrupt or insolvent or a receiver of the Trustee or
         of its property  shall be appointed  or any public  officer  shall take
         charge or control of the Trustee or of its  property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

then,  in any such case (i) the  Company  by a Board  Resolution  may remove the
Trustee  with  respect to all  Securities,  or (ii)  subject to Section 514, any
Holder  who has been a bona fide  Holder of a  Security  for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the removal of the Trustee  with respect to all
Securities and the appointment of a successor Trustee or Trustees.


                                      -42-



         (e) If the Trustee  shall  resign,  be removed or become  incapable  of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect  to the  Securities  of one or  more  series,  the  Company,  by a Board
Resolution,  shall promptly appoint a successor Trustee or Trustees with respect
to the  Securities  of that or those series (it being  understood  that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee  with
respect to the  Securities of any  particular  series) and shall comply with the
applicable  requirements  of  Section  611.  If,  within  one  year  after  such
resignation,  removal or  incapability,  or the  occurrence of such  vacancy,  a
successor  Trustee  with  respect  to the  Securities  of any  series  shall  be
appointed  by Act of the  Holders  of a  majority  in  principal  amount  of the
Outstanding  Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such  appointment in accordance  with the applicable  requirements of Section
611, become the successor  Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company.  If
no successor  Trustee with  respect to the  Securities  of any series shall have
been so appointed by the Company or the Holders and accepted  appointment in the
manner  required by Section 611, any Holder who has been a bona fide Holder of a
Security  of such  series for at least six months  may, on behalf of himself and
all others similarly situated,  petition any court of competent jurisdiction for
the  appointment  of a successor  Trustee with respect to the Securities of such
series.

         (f) The Company shall give notice of each  resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a  successor  Trustee  with  respect to the  Securities  of any series to all
Holders of Securities of such series in the manner provided in Section 106. Each
notice  shall  include the name of the  successor  Trustee  with  respect to the
Securities of such series and the address of its Corporate Trust Office.

Section 611.  Acceptance of Appointment by Successor.

         (a) In case of the  appointment  hereunder of a successor  Trustee with
respect to all Securities,  every successor  Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting  such  appointment,  and thereupon the  resignation  or removal of the
retiring Trustee shall become effective and such successor Trustee,  without any
further  act,  deed or  conveyance,  shall  become  vested  with all the rights,
powers,  trusts and duties of the retiring  Trustee;  but, on the request of the
Company or the successor  Trustee,  such retiring Trustee shall, upon payment of
its charges,  execute and deliver an instrument  transferring  to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign,  transfer and deliver to such  successor  Trustee all property and money
held by such retiring Trustee hereunder.

         (b) In case of the  appointment  hereunder of a successor  Trustee with
respect to the Securities of one of more (but not all) series, the Company,  the
retiring  Trustee and each  successor  Trustee with respect to the Securities of
one or more series shall execute




                                      -43-


and deliver an indenture  supplemental  hereto  wherein each  successor  Trustee
shall accept such  appointment  and which (1) shall  contain such  provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor  Trustee all the  rights,  powers,  trusts and duties of the  retiring
Trustee  with  respect to the  Securities  of that or those  series to which the
appointment of such successor  Trustee  relates,  (2) if the retiring Trustee is
not retiring with respect to all  Securities,  shall contain such  provisions as
shall be deemed  necessary or desirable to confirm that all the rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring  Trustee is not retiring shall continue
to be vested in the retiring Trustee,  and (3) shall add to or change any of the
provisions of this  Indenture as shall be necessary to provide for or facilitate
the  administration  of the trusts hereunder by more than one Trustee,  it being
understood  that  nothing  herein  or  in  such  supplemental   indenture  shall
constitute  such  Trustees  co-trustees  of the same  trust  and that  each such
Trustee shall be trustee of a trust or trusts hereunder  separate and apart from
any trust or trusts hereunder  administered by any other such Trustee;  and upon
the execution and delivery of such  supplemental  indenture the  resignation  or
removal of the retiring  Trustee shall become  effective to the extent  provided
therein  and each such  successor  Trustee,  without any  further  act,  deed or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the retiring  Trustee with respect to the  Securities of that or those series
to which the appointment of such successor  Trustee relates;  but, on request of
the Company or any successor  Trustee,  such retiring Trustee shall duly assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee  hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

         (c) Upon  request of any such  successor  Trustee,  the  Company  shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

         (d) No successor  Trustee  shall accept its  appointment  unless at the
time of such acceptance  such successor  Trustee shall be qualified and eligible
under this Article.

Section 612.  Merger, Conversion, Consolidation  or Succession to Business.

         Any  corporation  into which the Trustee may be merged or  converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to all or substantially all the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  provided such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered  by the  Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.




                                      -44-



Section 613.  Preferential Collection of Claims Against Company.

         If and when the  Trustee  shall be or become a creditor  of the Company
(or any other obligor upon the Securities),  the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

Section 614.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating  Agent or Agents with respect
to one or more series of  Securities  which shall be authorized to act on behalf
of the Trustee to  authenticate  Securities  of such series issued upon original
issue and upon exchange,  registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if authenticated  by the Trustee  hereunder.  Wherever  reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,  such reference shall be
deemed to include  authentication  and  delivery  on behalf of the Trustee by an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and shall at all times be a corporation  organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent,  having a combined  capital and surplus of not less than  $50,000,000 and
subject to supervision or  examination  by Federal or State  authority.  If such
Authenticating Agent publishes reports of condition at least annually,  pursuant
to law or to the requirements of said supervising or examining  authority,  then
for the  purposes  of this  Section,  the  combined  capital and surplus of such
Authenticating  Agent shall be deemed to be its combined  capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  such Authenticating  Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any  corporation  into which an  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating  Agent,  provided such  corporation  shall be otherwise  eligible
under this Section,  without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation or upon such a



                                      -45-


termination,  or in case at any time such Authenticating Agent shall cease to be
eligible in accordance  with the  provisions  of this  Section,  the Trustee may
appoint a  successor  Authenticating  Agent  which  shall be  acceptable  to the
Company and shall mail written notice of such  appointment by first-class  mail,
postage  prepaid,  to all Holders of  Securities  of the series with  respect to
which such Authenticating  Agent will serve, as their names and addresses appear
in the Security Register. Any successor  Authenticating Agent upon acceptance of
its appointment  hereunder  shall become vested with all the rights,  powers and
duties of its predecessor hereunder,  with like effect as if originally named as
an Authenticating  Agent. No successor  Authenticating  Agent shall be appointed
unless eligible under the provisions of this Section.

         The  Trustee  agrees to pay to each  Authenticating  Agent from time to
time  reasonable  compensation  for its  services  under this  Section,  and the
Trustee shall be entitled to be  reimbursed  for such  payments,  subject to the
provisions of Section 607.

         If an  appointment  with respect to one or more series is made pursuant
to this Section,  the  Securities of such series may have endorsed  thereon,  in
addition  to  the  Trustee's  certificate  of  authentication,   an  alternative
certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


                                               THE BANK OF NEW YORK



                                                -------------------------------,
                                                                      As Trustee

                                                By:
                                                    ----------------------------
                                                       As Authenticating Agent

                                                By:
                                                    ----------------------------
                                                          Authorized Officer

                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

Section 701.  Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:




                                      -46-



                  (a)  semi-annually,  not later then June 30 and December 31 in
         each year,  a list for each series of  Securities,  in such form as the
         Trustee  may  reasonably  require,  of the names and  addresses  of the
         Holders of  Securities  of such series as of the  preceding  June 15 or
         December 15, and

                  (b) at such other times as the Trustee may request in writing,
         within 15 days after the receipt by the Company of any such request,  a
         list of  similar  form and  content  as of a date not more than 10 days
         prior to the time such list is furnished;

excluding from any such list names and addresses  received by the Trustee in its
capacity as Security Registrar, if it is acting as such.

Section 702.  Preservation of Information; Communications to Holders.

         (a) The Trustee shall  preserve,  in as current a form as is reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the  Trustee as  provided  in Section  701 and the names and
addresses  of Holders  received  by the  Trustee  in its  capacity  as  Security
Registrar,  if it is acting as such.  The Trustee may destroy any list furnished
to it as provided in Section 701 upon receipt of a new list so furnished.

         (b) The rights of the Holders to  communicate  with other  Holders with
respect to their rights under this  Indenture or under the  Securities,  and the
corresponding rights and privileges of the Trustee,  shall be as provided by the
Trust Indenture Act.

         (c) Every  Holder of  Securities,  by  receiving  and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any  agent of  either  of them  shall be held  accountable  by reason of any
disclosure of  information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703.  Reports by Trustee.

         (a) The Trustee shall  transmit to Holders such reports  concerning the
Trustee and its actions under this Indenture as may be required  pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. To
the extent  that any such report is  required  by the Trust  Indenture  Act with
respect to any 12-month  period,  such report  shall cover the  12-month  period
ending May 15 and shall be transmitted by the next succeeding July 15.

         (b) A copy of each such report shall, at the time of such  transmission
to Holders,  be filed by the  Trustee  with each stock  exchange  upon which any
Securities are listed,  with the  Commission  and with the Company.  The Company
will notify the Trustee when any Securities are listed on any stock exchange.




                                      -47-



Section 704.  Reports by Company.

         The  Company  shall  file  with the  Trustee  and the  Commission,  and
transmit to Holders,  such  information,  documents and other reports,  and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner  provided  pursuant to such Act;  provided that any such
information,  documents  or reports  required  to be filed  with the  Commission
pursuant  to  Section  13 or 15(d) of the  Exchange  Act shall be filed with the
Trustee  within  15 days  after  the same is so  required  to be filed  with the
Commission.

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.  Company may Consolidate, Etc., Only  on Certain Terms.

         Nothing  contained in this Indenture or in any of the Securities  shall
prevent  any  consolidation  or  merger  of the  Company  with or into any other
Person,  or  successive  consolidations  or mergers in which the  Company or its
successor  or  successors  shall be a party or  parties,  or shall  prevent  any
conveyance,  transfer  or lease of the  properties  and  assets  of the  Company
substantially  as an  entirety  to any other  Person  authorized  to acquire and
operate  the same  (with each of the  foregoing  transactions  referred  to as a
"Company  Sale");  provided,  however,  (i)  that  the  Person  formed  by  such
consolidation  or into which the Company is merged or the Person which  acquires
by conveyance or transfer,  or which leases,  the  properties  and assets of the
Company  substantially  as an  entirety  (the  "Successor  Company")  shall be a
corporation,  shall be  organized  and  validly  existing  under the laws of the
United States of America,  any State  thereof or the District of Columbia,  (ii)
the Company  hereby  covenants and agrees that, as a condition  precedent to any
such consolidation,  merger, sale or conveyance, the due and punctual payment of
the  principal  of (and  premium,  if any) and  interest,  if any, on all of the
Securities,  according to their tenor, and the due and punctual  performance and
observance  of all of the  covenants  and  conditions  of this  Indenture  to be
performed by the Company shall be expressly  assumed by  supplemental  indenture
satisfactory in form to the Trustee,  executed and delivered to the Trustee,  by
the Seccessor Company and (iii) the Company shall not be permitted to effect any
Company  Sale if the  completion  of such  Company Sale would create an Event of
Default or an event under this Indenture which,  with the passage of time or the
giving of notice or both, would become an Event of Default.


Section 802.  Successor Corporation to Be Substituted.

         In case of any such Company Sale, such Successor  Company shall succeed
to and be  substituted  for the Company,  with the same effect as if it had been
named herein as the Company.  Such Successor  Company  thereupon may cause to be
signed,  and may issue either in its own name or in the name of Raytheon Company
or in the name of any corporation which previously shall have become the Company
in accordance with the




                                      -48-


provisions  of this  Article any or all of the  Securities  issuable  hereunder,
which theretofore shall not have been signed by the Company and delivered to the
Trustee;  and, upon the order of such Successor  Company  instead of the Company
and  subject to all the terms,  conditions  and  limitations  in this  Indenture
prescribed,  the Trustee shall  authenticate  and shall deliver,  any Securities
which  previously  shall have been signed and  delivered  by the officers of the
Company  to the  Trustee  for  authentication,  and any  Securities  which  such
Successor  Company  thereafter  shall  cause to be signed and  delivered  to the
Trustee for that purpose. All of the Securities of a particular series so issued
shall in all respects have the same legal rank and benefit under this  Indenture
as the Securities of such series  theretofore or thereafter issued in accordance
with the terms of this  Indenture  as  though  all of such  Securities  had been
issued at the date or the execution hereof.

         Nothing  contained in this Indenture or in any of the Securities  shall
prevent the Company  from  merging  into itself any other Person or acquiring by
purchase or otherwise all or any part of the property of any other Person.

Section 803.  Opinion of Counsel to Be Given Trustee.

         The Trustee, subject to Sections 601 and 603, may receive an Opinion of
Counsel as conclusive  evidence  that any such  consolidation,  merger,  sale or
conveyance and any such assumption complies with the provisions of this Article.

                                  ARTICLE NINE

                            Supplemental Indentures

Section 901.  Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders,  the Company,  when authorized by a
Board Resolution,  and the Trustee, at any time and from time to time, may enter
into one or more indentures  supplemental  hereto,  in form  satisfactory to the
Trustee, for any of the following purposes:

                  (1) to  evidence  the  succession  of  another  Person  to the
         Company and the  assumption  by any such  successor of the covenants of
         the Company herein and in the Securities; or

                  (2) to add to the  covenants of the Company for the benefit of
         the Holders of all or any series of Securities  (and if such  covenants
         are to be for the  benefit  of less  than  all  series  of  Securities,
         stating that such covenants are expressly being included solely for the
         benefit  of such  series)  or to  surrender  any right or power  herein
         conferred upon the Company; or

                  (3) to add any additional Events of Default; or





                                      -49-



                  (4)  to add  to or  change  any  of  the  provisions  of  this
         Indenture to such extent as shall be necessary to permit or  facilitate
         the  issuance  of  Securities  in  bearer  form,   registrable  or  not
         registrable as to principal,  and with or without interest coupons,  or
         to permit or facilitate  the issuance of  Securities in  uncertificated
         form; or

                  (5) to add to,  change or eliminate  any of the  provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such  addition,  change or  elimination  (i) shall neither (A)
         apply to any Security of any series  created  prior to the execution of
         such  supplemental  indenture  and  entitled  to the  benefit  of  such
         provision  nor (B) modify the rights of the Holder of any such Security
         with respect to such provision or (ii) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or

                  (8) to establish the terms upon which the Securities of one or
         more series may be convertible  into, or  exchangeable  for,  shares of
         common stock or preferred stock or other securities of the Company; or

                  (9) to evidence and provide for the  acceptance of appointment
         hereunder by a successor  Trustee with respect to the Securities of one
         or more  series and to add to or change any of the  provisions  of this
         Indenture  as shall be  necessary  to  provide  for or  facilitate  the
         administration  of the  trusts  hereunder  by more  than  one  Trustee,
         pursuant to the requirements of Section 611(b); or

                  (10) to cure any  ambiguity,  to  correct  or  supplement  any
         provision  herein which may be  inconsistent  with any other  provision
         herein,  or to make any other  provisions  with  respect  to matters or
         questions  arising  under this  Indenture,  provided  that such  action
         pursuant to this clause (10) shall not  adversely  affect the interests
         of the Holders of  Securities  of any series in any  material  respect.


Section 902. Supplemental  Indentures with Consent of Holders.

         With  the  consent  of the  Holders  of not  less  than a  majority  in
principal  amount of the  Outstanding  Securities of all series affected by such
supplemental  indenture  (voting  as a  single  class),  by Act of said  Holders
delivered to the Company and the  Trustee,  the Company,  when  authorized  by a
Board  Resolution,  and the Trustee may enter into an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying  in any manner the rights of the  Holders of  Securities  of each such
series  under  this  Indenture;  provided,  however  that no  such  supplemental
indenture shall,  without the consent of the Holder of each Outstanding Security
affected thereby,



                                      -50-



                  (1) change the Stated  Maturity  of the  principal  of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable  upon the  redemption  thereof,  or  reduce  the  amount of the
         principal of an Original Issue Discount  Security that would be due and
         payable upon a  declaration  of  acceleration  of the Maturity  thereof
         pursuant to Section 502, or change any Place of Payment  where,  or the
         coin or  currency  in which,  any  Security  or any premium or interest
         thereon  is  payable  or  impair  the right to  institute  suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date), or

                  (2)  reduce  the   percentage  in  principal   amount  of  the
         Outstanding  Securities of any series,  the consent of whose Holders is
         required for any such supplemental  indenture,  or the consent of whose
         Holders  is  required  for  any  waiver  (of  compliance  with  certain
         provisions of this  Indenture or certain  defaults  hereunder and their
         consequences) provided for in this Indenture, or

                  (3) modify any of the  provisions  of this  Section or Section
         513,  except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the  consent  of the  Holder  of  each  Outstanding  Security  affected
         thereby,  provided,  however,  that this Clause  shall not be deemed to
         require  the  consent  of any  Holder  with  respect  to changes in the
         references to "the Trustee" and concomitant changes in this Section, or
         the deletion of this proviso,  in accordance  with the  requirements of
         Sections 611(b) and 901(9).

A  supplemental  indenture  which  changes or  eliminates  any covenant or other
provision of this  Indenture  which has expressly  been included  solely for the
benefit of one or more  particular  series of Securities,  or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other  provision,  shall be  deemed  not to  affect  the  rights  under  this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary  for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be  sufficient if such Act shall  approve the  substance  thereof.

Section 903. Execution of Supplemental Indentures.

         In  executing,  or  accepting  the  additional  trusts  created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  601) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but shall not be
obligated  to,  enter into any such  supplemental  indenture  which  affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.




                                      -51-



Section 904.  Effect of Supplemental Indentures.

         Upon the execution of any  supplemental  indenture  under this Article,
this Indenture shall be modified in accordance therewith,  and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities  theretofore or thereafter  authenticated and delivered  hereunder
shall be bound thereby.

Section 905.  Conformity with Trust Indenture Act.

         Every  supplemental  indenture  executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 906.  Reference in Securities to Supplemental Indentures.

         Securities  of  any  series   authenticated  and  delivered  after  the
execution of any supplemental  indenture pursuant to this Article may, and shall
if required by the Trustee,  bear a notation in form  approved by the Trustee as
to any matter provided for in such supplemental  indenture. If the Company shall
so determine,  new  Securities  of any series so modified as to conform,  in the
opinion of the Trustee and the Company,  to any such supplemental  indenture may
be prepared and executed by the Company and  authenticated  and delivered by the
Trustee in exchange for outstanding Securities of such series.

                                  ARTICLE TEN

                                   Covenants

Section 1001.  Payment of Principal, Premium and Interest.

         The  Company  covenants  and agrees for the  benefit of each  series of
Securities  that it  will  duly  and  punctually  pay or  cause  to be paid  the
principal  of and any premium and interest on the  Securities  of that series in
accordance  with the terms of the  Securities  and this  Indenture.  Interest on
Securities shall be payable without presentment of such Securities,  and only to
the  registered  Holders  thereof  determined  as provided in Section  307.  The
Company shall have the right to require a Holder, in connection with the payment
of the  principal of and any premium and  interest on a Security,  to present at
the office or agency of the Company at which such payment is made a certificate,
in such form as the  Company  may from  time to time  prescribe,  to enable  the
Company  to  determine  its duties and  liabilities  with  respect to any taxes,
assessments  or  governmental  charges  which it may be  required  to  deduct or
withhold  therefrom  under any  present or future  law of the  United  States of
America or of any State, County, municipality or taxing or withholding authority
therein,  and the  Company  shall  be  entitled  to  determine  its  duties  and
liabilities  with  respect  to such  deduction  or  withholding  on the basis of
information contained in such certificate or, if no such certificate shall be so
presented, on the basis of any presumption created by any such law, and shall be
entitled to act in accordance with such determination.




                                      -52-



Section 1002.  Maintenance of Office or Agency.

         So long as any Securities remain outstanding, the Company will maintain
in each Place of Payment for any series of  Securities an office or agency where
Securities  of that series may be presented or  surrendered  for payment,  where
Securities of that series may be  surrendered  for  registration  of transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Securities  of that series and this  Indenture  may be served.  The Company will
give prompt written notice to the Trustee of the location, and any change in the
location,  of such office or agency.  If at any time the  Company  shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof,  such presentations,  surrenders,  notices and demands
may be made or served at the  Corporate  Trust  Office of the  Trustee,  and the
Company  hereby   appoints  the  Trustee  as  its  agent  to  receive  all  such
presentations, surrenders, notices and demands.

         The  Company  may also from time to time  designate  one or more  other
offices or agencies  where the Securities of one or more series may be presented
or  surrendered  for any or all such  purposes and may from time to time rescind
such  designations;  provided,  however,  that no such designation or rescission
shall in any manner  relieve the Company of its obligation to maintain an office
or agency  in each  Place of  Payment  for  Securities  of any  series  for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation  or  rescission  and of any change in the location of any such other
office or agency.

Section 1003.  Vacancy in the Office of Trustee.

         The  Company,  whenever  necessary  to avoid or fill a  vacancy  in the
office of  Trustee,  will  appoint,  in the manner  provided  in Article  Six, a
Trustee, so that there shall at all times be a Trustee hereunder.

Section 1004.  Money for Securities Payments to Be Held in Trust.

         If the  Company  shall  at any time act as its own  Paying  Agent  with
respect to any series of Securities,  it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate  and hold in trust for the benefit of the Persons  entitled  thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided  and will  promptly  notify the  Trustee of its action or failure so to
act.

         Whenever  the  Company  shall  have one or more  Paying  Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any  Securities  of that  series,  deposit  with a Paying
Agent a sum  sufficient  to pay such amount,  such sum to be held as provided by
the Trust  Indenture  Act and (unless  such  Paying  Agent is the  Trustee)  the
Company will promptly notify the Trustee of its action or failure so to act.




                                      -53-



         The Company will cause each Paying  Agent for any series of  Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section,  that such Paying Agent will (i) comply with the  provisions of
the Trust  Indenture Act  applicable to it as a Paying Agent and (ii) during the
continuance  of any  default  by the  Company  (or any  other  obligor  upon the
Securities  of that  series)  in the  making of any  payment  in  respect of the
Securities  of that  series,  and  upon  the  written  request  of the  Trustee,
forthwith  pay to the Trustee  all sums held in trust by such  Paying  Agent for
payment in respect of the Securities of that series.

         The  Company  may at  any  time,  for  the  purpose  of  obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying  Agent,  such sums to be held by the Trustee
upon the same  trusts as those upon which such sums were held by the  Company or
such Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further  liability  with respect to
such money.

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the  principal of or any premium or
interest on any  Security of any series and  remaining  unclaimed  for two years
after such  principal,  premium or interest has become due and payable  shall be
paid to the Company on Company  Request,  or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor,  look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money,  and all  liability of the Company as trustee  thereof,  shall  thereupon
cease;  provided,  however,  that the Trustee or such Paying Agent, before being
required to make any such repayment,  may at the expense of the Company cause to
be published once, in a newspaper published in the English language  customarily
published  on each  Business  Day and of general  circulation  in the Borough of
Manhattan,  The City of New York,  notice that such money remains  unclaimed and
that, after a date specified therein,  which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 1005. Liens.

         Except as  hereinafter  provided in this Section  1005,  so long as the
Securities  of any series are  Outstanding,  the Company  will not, and will not
permit any Significant  Subsidiary to, create,  incur, assume or permit to exist
any Lien on any property or assets  (including  stock or other securities of any
person, including any Significant Subsidiary) now owned or hereafter acquired by
it or on any income or  revenues  or rights in respect of any  thereof,  without
making effective provision,  and the Company convenants that in any such case it
will make, or cause the  applicable  Significant  Subsidiary to make,  effective
provision,  whereby the Securities of any series then or thereafter  Outstanding
shall be secured by such




                                      -54-


Lien equally and ratably  with any and all other  obligations  and  indebtedness
thereby secured, so long as any such other obligations and indebtedness shall be
so secured.

         Nothing in this  Section 1005 shall be construed to prevent the Company
or any Significant Subsidiary from creating,  incurring,  assuming or permitting
to exist any Lien of the following character,  to all of which the provisions of
the first paragraph of this Section 1005 shall not be applicable:

         (a) Liens on property  or assets of the  Company  and its  Subsidiaries
existing on the date  hereof,  provided  that such Liens shall secure only those
obligations which they secure as of the date hereof;

         (b) any Lien existing on any property or asset prior to the acquisition
thereof by the  Company or any  Subsidiary,  provided  that (i) such Lien is not
created in contemplation of or in connection with such acquisition and (ii) such
Lien does not  apply to any other  property  or  assets  of the  Company  or any
Subsidiary;

         (c) Liens for  taxes not yet due or which are being  contested  in good
faith by appropriate proceedings and with respect to which adequate reserves, to
the extent required by GAAP, have been set aside;

         (d) carriers', warehousemen's,  mechanics', materialsmen's, repairmen's
or other like Liens  arising in the  ordinary  course of business  and  securing
obligations  that are not due and payable or which are being  contested  in good
faith by appropriate proceedings and with respect to which adequate reserves, to
the extent required by GAAP, have been set aside;

         (e) pledges and  deposits  made in the  ordinary  course of business in
compliance with workmen's compensation,  unemployment insurance and other social
security laws or regulations;

         (f) deposits to secure the performance of bids,  trade contracts (other
than  for   Indebtedness),   leases  (other  than  capital  leases),   statutory
obligations,  surety and appeal bonds, advance payment bonds,  performance bonds
and other  obligations  of a like  nature  incurred  in the  ordinary  course of
business;

         (g) zoning restrictions, easements, rights-of-way,  restrictions on use
of real property and other similar encumbrances  incurred in the ordinary course
of business  which,  in the aggregate,  are not substantial in amount and do not
materially  detract from the value of the property  subject thereto or interfere
with  the  ordinary  conduct  of  the  business  of  the  Company  or any of its
Subsidiaries;

         (h) Liens upon any property  acquired,  constructed  or improved by the
Company or any Subsidiary  which are created or incurred within 360 days of such
acquisition, construction or improvement to secure or provide for the payment of
any part of the purchase price of such property or the cost of such construction
or improvement, including





                                      -55-


carrying  costs (but no other  amounts),  provided  that any such Lien shall not
apply to any other property of the Company or any Subsidiary;

         (i) Liens on the property or assets of any  Subsidiary  in favor of the
Company;

         (j)  extensions,  renewals  and  replacements  of Liens  referred to in
paragraphs  (a)  through  (i) of this  Section  1005,  provided  that  any  such
extension,  renewal or  replacement  Lien shall be  limited to the  property  or
assets  covered  by  the  Lien  extended,  renewed  or  replaced  and  that  the
obligations secured by any such extension,  renewal or replacement Lien shall be
in an amount not greater than the amount of the obligations  secured by the Lien
extended, renewed or replaced;

         (k) any Lien, of the type  described in clause (iii) of the  definition
of the term "Lien", on securities  imposed pursuant to an agreement entered into
for the sale or disposition of such securities  pending the closing of such sale
or disposition;  provided such sale or disposition is otherwise  permitted under
this Indenture;

         (l) Liens arising in connection with any Permitted  Receivables Program
(to the  extent  the sale by the  Company or the  applicable  Subsidiary  of its
accounts  receivable  is deemed to give rise to a Lien in favor of the purchaser
thereof in such accounts receivable or the proceeds thereof);

         (m) Liens on the capital stock or assets of any Subsidiary  that is not
a Significant Subsidiary; and

         (n)  Liens to  secure  Indebtedness  if,  immediately  after  the grant
thereof,  the aggregate amount of all  Indebtedness  secured by Liens that would
not  be  permitted  but  for  this  clause  (n)  does  not  exceed  15%  of  the
Stockholders'  Equity as shown on the most recent consolidated  balance sheet of
the  Company  and the  Subsidiaries  filed  with  the  Securities  and  Exchange
Commission pursuant to the Exchange Act.

Section 1006.  Limitation on Sale and Leaseback Transactions.

         So long as the  Securities of any Series are  Outstanding,  the Company
will not,  and will not permit any  Significant  Subsidiary  to,  enter into any
arrangement,  directly or  indirectly,  with any Person whereby it shall sell or
transfer any Principal Property,  whether now owned or hereafter  acquired,  and
thereafter rent back or lease such Principal Property;  provided,  however, that
this  Section 1006 shall not prevent the Company or any  Significant  Subsidiary
from;

         (a) entering into any  transaction not involving a lease with a term of
more than three (3) years;

         (b) entering  into any  transaction  to the extent the Lien on any such
property  subject to such sale and  leaseback  would be permitted  under Section
1005;





                                      -56-



         (c) entering  into any  transaction  for the sale and  leaseback of any
property  if such lease is entered  into  within 180 days after the later of the
acquisition,  completion of  construction  or  commencement of operation of such
property; and

         (d) entering into any sale and leaseback  transaction if the Company or
such  Significant  Subsidiary  within 120 days after the  effective  date of the
lease,  applies an amount  equal to the  greater of (i) the net  proceeds of the
sale of the property  leased in such sale and leaseback  transaction or (ii) the
fair market value (as  determined  in good faith by the Board of  Directors)  of
such  property  on any date  within 90 days prior to the  effective  date of the
lease,  to the  retirement  of Funded  Debt of the  Company  or any  Significant
Subsidiary;  provided,  however, that the amount to be applied to the retirement
of Funded Debt of the Company or a Significant Subsidiary shall be reduced by:

                  (1) the principal amount of any Securities  surrendered to the
         Trustee  by the  Company  for  cancellation  within  120 days after the
         effective date of the lease, and

                  (2) the principal  amount of Funded Debt other than Securities
         voluntarily  retired by the Company within 120 days after the effective
         date of the lease; and

provided  further  that no  retirement  referred  to in this  clause  (d) may be
effected by payment on the final  maturity  date or  pursuant  to any  mandatory
sinking fund or prepayment provision.

Section 1007.  Statement by Officers as to Default.

         The Company will deliver to the Trustee,  within 120 days after the end
of each fiscal year of the Company  ending after the date  hereof,  an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions  and conditions of this  Indenture  (without  regard to any period of
grace or requirement of notice provided  hereunder) and, if the Company shall be
in default,  specifying  all such defaults and the nature and status  thereof of
which they may have knowledge.

Section 1008.  Existence.

         Subject to Article  Eight,  the Company will do or cause to be done all
things  necessary to preserve  and keep in full force and effect its  existence,
rights  (charter  and  statutory)  and  franchises  to  carry  on its  business;
provided,  however,  that  nothing in this  Section  1008 shall  prevent (i) any
consolidation or merger of the Company, or any conveyance,  transfer or lease of
its  property  and assets  substantially  as an  entirety,  permitted by Article
Eight,  or (ii)  the  liquidation  or  dissolution  of the  Company  after  such
conveyance,  transfer or lease of its  property and assets  substantially  as an
entirety permitted by Article Eight.





                                      -57-



                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.  Applicability of Article.

         Securities  of any series  which are  redeemable  before  their  Stated
Maturity  shall be  redeemable  in  accordance  with their  terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

Section 1102.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution.  In case of any redemption at the election of the Company
of less than all the Securities of any series,  the Company  shall,  at least 60
days prior to the Redemption  Date fixed by the Company (unless a shorter notice
shall be  satisfactory  to the Trustee),  notify the Trustee of such  Redemption
Date, of the  principal  amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities  prior to the  expiration  of any  restriction  on such
redemption  provided  in the  terms  of such  Securities  or  elsewhere  in this
Indenture,  the Company shall furnish the Trustee with an Officers'  Certificate
evidencing compliance with such restriction.

Section 1103.  Selection by Trustee of Securities to Be Redeemed.

         If less than all the  Securities  of any series are to be  redeemed  in
accordance with this Article (unless all of the Securities of such series and of
a specified tenor are to be redeemed),  the particular Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee,  from the Outstanding  Securities of such series not previously  called
for  redemption,  by such method as the Trustee shall deem fair and  appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum  authorized  denomination  for Securities of that series or any integral
multiple  thereof) of the  principal  amount of  Securities  of such series of a
denomination  larger than the minimum authorized  denomination for Securities of
that  series.  If  less  than  all of the  Securities  of such  series  and of a
specified  tenor are to be redeemed,  the  particular  Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee from the  Outstanding  Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

         The  Trustee  shall  promptly  notify  the  Company  in  writing of the
Securities  selected for redemption and, in the case of any Securities  selected
for partial redemption, the principal amount thereof to be redeemed.

         For all  purposes  of this  Indenture,  unless  the  context  otherwise
requires,  all provisions relating to the redemption of Securities shall relate,
in the case of any Securities





                                      -58-


redeemed or to be redeemed only in part, to the portion of the principal  amount
of such Securities which has been or is to be redeemed.

Section 1104.  Notice of Redemption.

         Notice  of  redemption  shall  be given by  first-class  mail,  postage
prepaid,  mailed not less than 30 nor more than 60 days prior to the  Redemption
Date, to each Holder of Securities to be redeemed,  at his address  appearing in
the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and accrued interest, if any,

                  (3) if less than all the Outstanding  Securities of any series
         are to be redeemed,  the  identification  (and,  in the case of partial
         redemption of any Securities,  the principal amounts) of the particular
         securities to be redeemed,

                  (4) that on the  Redemption  Date  the  Redemption  Price  and
         accrued  interest,  if any,  will become due and payable upon each such
         Security to be redeemed and, if applicable,  that interest thereon will
         cease to accrue on and after said date,

                  (5) the  place  or  places  where  such  Securities  are to be
         surrendered for payment of the Redemption  Price and accrued  interest,
         if any, and

                  (6) that the  redemption is for a sinking fund, if such is the
         case.

         Notice of  redemption  of  Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's  request,  by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

Section 1105.  Deposit of Redemption Price.

         Prior to any  Redemption  Date,  the  Company  shall  deposit  with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as provided  in Section  1004) an amount of
money  sufficient to pay the Redemption  Price of, and (except if the Redemption
Date shall be an Interest  Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1106.  Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid,  the Securities so
to be redeemed  shall,  on the  Redemption  Date,  become due and payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company shall default in the





                                      -59-


payment of the  Redemption  Price and accrued  interest) such  Securities  shall
cease to bear  interest.  Upon  surrender of any such Security for redemption in
accordance  with said notice,  such Security shall be paid by the Company at the
Redemption  Price,  together  with  accrued  interest  to the  Redemption  Date;
provided,  however,  that, unless otherwise specified as contemplated by Section
301,  installments  of  interest  whose  Stated  Maturity  is on or prior to the
Redemption  Date shall be payable to the Holders of such  Securities,  or one or
more  Predecessor  Securities,  required as such at the close of business on the
relevant  Record Dates  according to their terms and the  provisions  of Section
307.

         If any  Security  called  for  redemption  shall  not be so  paid  upon
surrender  thereof for  redemption,  the principal and any premium shall,  until
paid, bear interest from the Redemption Date at the rate prescribed  therefor in
the Security.

Section 1107.  Securities Redeemed in Part.

         Any Security  which is to be redeemed only in part shall be surrendered
at a Place of Payment  therefor (with, if the Company or the Security  Registrar
so requires,  due  endorsement  by, or a written  instrument of transfer in form
satisfactory  to the Company and the Security  Registrar  duly  executed by, the
Holder  thereof or his attorney  duly  authorized  in writing),  and the Company
shall execute,  and the Security Registrar shall authenticate and deliver to the
Holder of such Security  without service charge, a new Security or Securities of
the same series and of like tenor,  of any authorized  denomination as requested
by such Holder,  in aggregate  principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


                                 ARTICLE TWELVE

                                 Sinking Funds

Section 1201.  Applicability of Article.

         The  provisions of this Article shall be applicable to any sinking fund
for the  retirement of  Securities of a series except as otherwise  specified as
contemplated by Section 301 for Securities of such series.

         The minimum  amount of any sinking  fund  payment  provided  for by the
terms of Securities of any series is herein referred to as a "mandatory  sinking
fund payment",  and any payment in excess of such minimum amount provided for by
the terms of  Securities  of any series is herein  referred  to as an  "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  1202.  Each sinking  fund  payment  shall be applied to the
redemption  of  Securities  of any  series  as  provided  for by  the  terms  of
Securities of such series.





                                      -60-



Section 1202.  Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver  Outstanding  Securities of a series (other
than  any  previously  called  for  redemption)  and (2) may  apply  as a credit
Securities  of a series which have been  redeemed  either at the election of the
Company  pursuant to the terms of such  Securities or through the application of
permitted  optional  sinking  fund  payments  pursuant  to  the  terms  of  such
Securities,  in each case in satisfaction of all or any part of any sinking fund
payment  with  respect to the  Securities  of such  series  required  to be made
pursuant to the terms of such  Securities  as provided  for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption  through  operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.

         Not less than 90 days prior to each  sinking  fund payment date for any
series of  Securities,  the Company  will  deliver to the  Trustee an  Officers'
Certificate  specifying the amount of the next ensuing  sinking fund payment for
that series pursuant to the terms of that series,  the portion thereof,  if any,
which is to be  satisfied  by payment of cash and the portion  thereof,  if any,
which is to be satisfied by delivering  and crediting  Securities of that series
pursuant to Section  1202 and will also deliver to the  Security  Registrar  any
Securities  to be so  delivered.  Not less than 60 days before each such sinking
fund payment date the Trustee  shall select the  Securities  to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the  redemption  thereof to be given in the name of and at the expense
of the Company in the manner  provided in Section 1104.  Such notice having been
duly given,  the redemption of such Securities  shall be made upon the terms and
in the manner stated in Sections 1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

Section 1301.  Applicability of Article; Company's Option to
               Effect Defeasance or Covenant Defeasance.

         If pursuant to Section 301  provision is made for either or both of (a)
defeasance  of the  Securities  of a series  under  Section 1302 or (b) covenant
defeasance of the Securities of a series under Section 1303, then the provisions
of such  Section  or  Sections,  as the case  may be,  together  with the  other
provisions of this Article  Thirteen,  shall be applicable to the  Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 1302
(if  applicable) or Section 1303 (if  applicable) be applied to the  Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Thirteen.




                                      -61-



Section 1302.    Defeasance and Discharge.

         Upon the  Company's  exercise of the above  option  applicable  to this
Section,  the  Company  shall  be  deemed  to  have  been  discharged  from  its
obligations  with respect to the  Outstanding  Securities  of such series on and
after  the  date  the  conditions   precedent  set  forth  below  are  satisfied
(hereinafter,  "defeasance").  For this purpose,  such defeasance means that the
Company  shall be deemed to have paid and  discharged  the  entire  indebtedness
represented by the  Outstanding  Securities of such series and to have satisfied
all its other  obligations  under such Securities and this Indenture  insofar as
such  Securities are concerned (and the Trustee,  at the expense of the Company,
shall  execute  proper  instruments  acknowledging  the  same),  except  for the
following  which  shall  survive  until   otherwise   terminated  or  discharged
hereunder: (A) the rights of Holders of outstanding Securities of such series to
receive,  solely from the trust fund described in Section 1305 as more fully set
forth in such Section,  payments of the  principal of (and premium,  if any) and
interest  on such  Securities  when such  payments  are due,  (B) the  Company's
obligations  with respect to such Securities  under Sections 304, 305, 306, 1002
and 1004 and such  obligations  as shall be ancillary  thereto,  (C) the rights,
powers,  trusts,  duties,  immunities  and other  provisions  in  respect of the
Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this
Article  Thirteen,  the Company may  exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303 with respect
to the  Securities  of such  series.  Following  a  defeasance,  payment  of the
Securities of such series may not be accelerated because of an Event of Default.

Section 1303.  Covenant Defeasance.

         Upon the  Company's  exercise of the above  option  applicable  to this
Section and after the date the  conditions  set forth below are  satisfied,  the
Company  shall be released from its  obligations  under Section 1005 and Section
1006 and under any additional or substitute covenant established with respect to
the  Securities of any series  pursuant to Section  301(18) if the Securities of
such series have been  determined  pursuant to Section 301 to be subject to this
provision (with Section 1005, Section 1006 and any such additional or substitute
covenant referred to herein as a "Defeasable  Covenant"),  and the occurrence of
an event  specified in Section 501(d) with respect to such  Defeasable  Covenant
shall not be deemed to be an Event of Default  with  respect to the  Outstanding
Securities  of  such  series  (hereinafter,  "covenant  defeasance").  For  this
purpose,  such covenant  defeasance  means that, with respect to the outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term,  condition or limitation set forth in any such
Defeasable  Covenant  whether  directly or indirectly by reason of any reference
elsewhere  herein to any such Defeasable  Covenant or by reason of any reference
in any such Defeasable  Covenant to any other  provision  herein or in any other
document,  but the  remainder of this  Indenture  and such  Securities  shall be
unaffected thereby.  Following a covenant defeasance,  payment of the Securities
of such series may not be accelerated  because of an Event of Default  specified
in Section  501(e) or Section  501(f) or by reference to Section 501(d) and such
Defeasable Covenant.




                                      -62-



Section 1304.  Conditions to Defeasance or Covenant Defeasance.

         The  following  shall be the  conditions  precedent to  application  of
either  Section  1302 or  Section  1303 to the  outstanding  Securities  of such
series:

                  (1) The Company shall  irrevocably have deposited or caused to
         be  deposited  with the  Trustee  (or another  trustee  satisfying  the
         requirements  of  Section  609 who  shall  agree  to  comply  with  the
         provisions of this Article Thirteen applicable to it) as trust funds in
         trust for the purpose of making the  following  payments,  specifically
         pledged as security  for,  and  dedicated  solely to the benefit of the
         Holders  of such  Securities,  (A)  money  in an  amount,  or (B)  U.S.
         Government Obligations which through the scheduled payment of principal
         and  interest in respect  thereof in  accordance  with their terms will
         provide,  not later than one day  before  the due date of any  payment,
         money in an amount, or (C) a combination thereof,  sufficient,  without
         reinvestment,  in  the  opinion  of a  nationally  recognized  firm  of
         independent  public  accountants  expressed in a written  certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the  Trustee  (or other  qualifying  trustee)  to pay and
         discharge,  the principal of (and premium,  if any) and interest on the
         outstanding   Securities  of  such  series  on  the  Maturity  of  such
         principal,  premium, if any, or interest and any mandatory sinking fund
         payments or analogous payments applicable to the Outstanding Securities
         of such  series on the due dates  thereof.  Before  such a deposit  the
         Company  may make  arrangements  satisfactory  to the  Trustee  for the
         redemption of  Securities at a future date or dates in accordance  with
         Article Eleven,  which shall be given effect in applying the foregoing.
         For this purpose,  "U.S. Government  Obligations" means securities that
         are (x)  direct  obligations  of the United  States of America  for the
         payment  of  which  its  full  faith  and  credit  is  pledged  or  (y)
         obligations  of a Person  controlled  or supervised by and acting as an
         agency or  instrumentality  of the United States of America the payment
         of which is  unconditionally  guaranteed  as a full  faith  and  credit
         obligation by the United States of America,  which, in either case, are
         not callable or  redeemable  at the option of the issuer  thereof,  and
         shall also include a depository receipt issued by a bank (as defined in
         Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
         with  respect  to any such U.S.  Government  Obligation  or a  specific
         payment  of  principal  of or  interest  on any  such  U.S.  Government
         Obligation held by such custodian for the account of the holder of such
         depository  receipt,  provided  that  (except as  required by law) such
         custodian  is not  authorized  to make any  deduction  from the  amount
         payable  to the  holder  of such  depository  receipt  from any  amount
         received by the custodian in respect of the U.S. Government  Obligation
         or the  specific  payment  of  principal  of or  interest  on the  U.S.
         Government Obligation evidenced by such depository receipt.

                  (2) No Event of Default or event which with notice or lapse of
         time or both  would  become an Event of  Default  with  respect  to the
         Securities of such series shall have occurred and be continuing  (A) on
         the date of such deposit or (B) insofar as  subsections  501(e) and (f)
         are  concerned,  at any time  during the period  ending on the 91st day
         after  the  date of such  deposit  or,  if  longer,  ending  on the day
         following the





                                      -63-


         expiration of the longest  preference  period applicable to the Company
         in respect of such deposit (it being  understood  that the condition in
         this Clause (B) shall not be deemed  satisfied  until the expiration of
         such period).

                  (3) Such defeasance or covenant defeasance shall not (A) cause
         the Trustee  for the  Securities  of such series to have a  conflicting
         interest  as  defined  in  Section  608 or for  purposes  of the  Trust
         Indenture  Act with  respect to any  securities  of the  Company or (B)
         result in the trust arising from such deposit to constitute,  unless it
         is qualified as, a regulated  investment  company under the  Investment
         Company Act of 1940, as amended.

                  (4) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other agreement or instrument to which the Company is a party or
         by which it is bound.

                  (5) Such defeasance or covenant defeasance shall not cause any
         Securities  of such  series  then  listed  on any  registered  national
         securities exchange under the Exchange Act to be delisted.

                  (6) In the case of an election under Section 1302, the Company
         shall have delivered to the Trustee an opinion of Counsel  stating that
         (x) the Company has received  from, or there has been published by, the
         Internal  Revenue  Service  a  ruling,  or (y)  since  the date of this
         Indenture there has been a change in the applicable  Federal income tax
         law, in either case to the effect that,  and based thereon such opinion
         shall confirm that, the Holders of the  outstanding  Securities of such
         series will not recognize  income,  gain or loss for Federal income tax
         purposes as a result of such  defeasance and will be subject to Federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would have been the case if such defeasance had not occurred.

                  (7) In the case of an election under Section 1303, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of the Outstanding  Securities of such series will not
         recognize  income,  gain or loss for Federal  income tax  purposes as a
         result of such  covenant  defeasance  and will be  subject  to  Federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would have been the case if such covenant  defeasance  had not
         occurred.

                  (8) Such defeasance or covenant  defeasance  shall be effected
         in compliance  with any  additional  terms,  conditions or  limitations
         which may be imposed on the Company in connection therewith pursuant to
         Section 301.

                  (9) The Company  shall have paid,  or provided for the payment
         of, the fees and  expenses of the Trustee  payable  pursuant to Section
         607.



                                      -64-



                  (10) The  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  provided for  relating to either the  defeasance
         under  Section 1302 or the covenant  defeasance  under Section 1303 (as
         the case may be) have been complied with.

Section 1305.    Deposited Money and U.S. Government
                 Obligations to Be Held in Trust;
                 Other Miscellaneous Provisions.

         Subject to the  provisions of the last  paragraph of Section 1004,  all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying  trustee -- collectively,  for purposes of
this Section  1305,  the  "Trustee")  pursuant to Section 1304 in respect of the
Outstanding  Securities of such series shall be held in trust and applied by the
Trustee,  in  accordance  with  the  provisions  of  such  Securities  and  this
Indenture,  to the payment, either directly or through any Paying Agent (but not
including  the  Company  acting  as its own  Paying  Agent) as the  Trustee  may
determine, to the Holders of such Securities,  of all sums due and to become due
thereon in respect of principal  (and premium,  if any) and  interest,  but such
money need not be segregated  from other funds except to the extent  required by
law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed  on or  assessed  against  the  money or U.S.  Government
Obligations  deposited  pursuant to Section 1304 or the  principal  and interest
received in respect thereof.

         Anything  herein to the  contrary  notwithstanding,  the Trustee  shall
deliver or pay to the Company from time to time upon  Company  Request any money
or U.S. Government  Obligations held by it as provided in Section 1304 which, in
the opinion of a nationally  recognized firm of independent  public  accountants
expressed in a written  certification  thereof delivered to the Trustee,  are in
excess of the amount  thereof  which would then be required to be  deposited  to
effect  an  equivalent   defeasance  or  covenant   defeasance.

Section  1306.  Reinstatement.

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with Section 1305 by reason of any order or judgment or any court or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  then the Company's obligations under the Securities of such series
shall be revived and  reinstated  as though no deposit had occurred  pursuant to
this  Article  Thirteen  until  such  time as the  Trustee  or  Paying  Agent is
permitted to apply all such money in  accordance  with Section  1305;  provided,
however,  that if the Company makes any payment of principal of (and premium, if
any) or  interest  on any  such  Security  following  the  reinstatement  of its
obligations,  the Company  shall be  subrogated  to the rights of the Holders of
such  Securities  to receive  such payment from the money held by the Trustee or
the Paying Agent.





                                      -65-



         This instrument may be executed in any number of counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed,  and their respective  corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


                                                   RAYTHEON COMPANY

                                                   By:
                                                       -------------------------
                                                       Name:
                                                       Title:

Attest:


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


                                                   THE BANK OF NEW YORK



                                                   By:
                                                       -------------------------
                                                       Name:
                                                       Title:

Attest:


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


COMMONWEALTH OF MASSACHUSETTS          )
                                       )  ss.:
Lexington COUNTY OF MIDDLESEX          )




                                      -66-




                 On the  _______day of July,  1995,  before me  personally  came
______________,  to me known,  who,  being by as duly sworn,  did depose and say
that he is ______________ of Raytheon Company, one of the corporations described
in and which executed the foregoing  instrument;  that he knows the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that  it was so  affixed  by  authority  of  the  Board  of  Directors  of  said
corporation, and that he signed his name thereto by like authority.



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

STATE OF NEW YORK                         )
                                          )  ss.:
COUNTY OF _______                         )


                 On the _________ day of July,  1995,  before me personally came
_____________, to me known, who, being by me duly sworn, did depose and say that
he is a ______________________  of The Bank of New York, a bank described in and
which  executed  the  foregoing  instrument;  that  he  knows  the  seal of said
association;  that the seal affixed to said  instrument is such corporate  seal;
that  it was so  affixed  by  authority  of  the  Board  of  Directors  of  said
association, and that he signed his name thereto by like authority.



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


                                                                     Exhibit 4.5

                                RAYTHEON COMPANY

                                       TO


                             THE BANK OF NEW YORK,

                                    Trustee

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


                          SUBORDINATED DEBT SECURITIES

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


                                   INDENTURE



                            Dated as of July 3, 1995


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





                                Raytheon Company
                 Certain Sections of this Indenture relating to
                   Sections 310 through 318, inclusive, of the
                          Trust Indenture Act of 1939:




Trust Indenture                                                    Indenture
  Act Section                                                       Section
- ---------------                                                    ---------

Section  310  (a)(1)............................................        609
              (a)(2)............................................        609
              (a)(3)............................................  Not Applicable
              (a)(4)............................................  Not Applicable
              (a)(5)............................................        609
              (b)...............................................     608, 610
              (c)...............................................  Not Applicable
Section  311  (a)...............................................        613
              (b)...............................................        613
Section  312  (a)...............................................    701, 702(a)
              (b)...............................................     702(b)
              (c)...............................................     702(c)
Section  313  (a)...............................................     703(a)
              (b)...............................................     703(a)
              (c)...............................................     703(a)
              (d)...............................................     703(b)
Section  314  (a)(1)............................................        704
              (a)(2)............................................        704
              (a)(3)............................................        704
              (a)(4)............................................  1007, 102
              (b)...............................................  Not Applicable
              (c)(1)............................................        102
              (c)(2)............................................        102
              (c)(3)............................................  Not Applicable
              (d)...............................................  Not Applicable
              (e)...............................................        102
Section  315  (a)...............................................        601
              (b)...............................................        602
              (c)...............................................        601
              (d)...............................................   601, 603
              (e)...............................................        514
Section  316  (a)...............................................        101
              (a)(1)(A).........................................        512
              (a)(1)(B).........................................        512
              (a)(2)(B).........................................        513
              (a)(2)............................................  Not Applicable
              (b)...............................................        508
              (c)...............................................       104(c)
Section  317  (a)(1)............................................       503
              (a)(2)............................................       504
              (b)...............................................      1004
Section  318  (a)...............................................       107







                               TABLE OF CONTENTS


                                                                            Page

PARTIES                                                                       1
RECITALS OF THE COMPANY                                                       1


                                  ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 101.  Definitions

    Act. . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .   2
    Affiliate; control. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Board Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Company Request; Company Order. . . . . . . . . . . . . . . . . . . . .   3
    Company Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Corporate Trust Office. . . . . . . . . . . . . . . . . . . . . . . . .   3
    Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Defeasable Covenant . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Depositary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    GAAP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Lien. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Original Issue Discount Security. . . . . . . . . . . . . . . . . . . .   5
    Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6



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

NOTE:  This table of contents shall not, for any purpose, be deemed to be part
       of the Indenture.






                                      -ii-



                                                                        Page

               Permitted Receivables Program . . . . . . . . . . . . . . . .  6
               Person. . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
               Place of Payment. . . . . . . . . . . . . . . . . . . . . . .  7
               Predecessor Security. . . . . . . . . . . . . . . . . . . . .  7
               Principal Property. . . . . . . . . . . . . . . . . . . . . .  7
               Redemption Date . . . . . . . . . . . . . . . . . . . . . . .  7
               Redemption Price. . . . . . . . . . . . . . . . . . . . . . .  7
               Regular Record Date . . . . . . . . . . . . . . . . . . . . .  7
               Responsible Officer . . . . . . . . . . . . . . . . . . . . .  7
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . .  8
               Security Register; Security . . . . . . . . . . . . . . . . .  8
               Senior Indebtedness . . . . . . . . . . . . . . . . . . . . .  8
               Significant Subsidiary. . . . . . . . . . . . . . . . . . . .  8
               Special Record Date . . . . . . . . . . . . . . . . . . . . .  8
               Stated Maturity . . . . . . . . . . . . . . . . . . . . . . .  8
               Stockholders' Equity. . . . . . . . . . . . . . . . . . . . .  8
               Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . .  9
               Successor Company . . . . . . . . . . . . . . . . . . . . . .  9
               Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
               Trust Indenture Act . . . . . . . . . . . . . . . . . . . . .  9
               Vice President. . . . . . . . . . . . . . . . . . . . . . . .  9
               Yield to Maturity . . . . . . . . . . . . . . . . . . . . . .  9

Section 102.   Compliance Certificates and Opinions. . . . . . . . . . . . .  9
Section 103.   Form of Documents Delivered to Trustee. . . . . . . . . . . .  10
Section 104.   Acts of Holders; Record Dates . . . . . . . . . . . . . . . .  10
Section 105.   Notices, Etc., to Trustee and Company . . . . . . . . . . . .  12
Section 106.   Notice to Holders; Waiver . . . . . . . . . . . . . . . . . .  12
Section 107.   Conflict with Trust Indenture Act . . . . . . . . . . . . . .  13
Section 108.   Effect of Headings and table of Contents. . . . . . . . . . .  13
Section 109.   Successors and Assigns. . . . . . . . . . . . . . . . . . . .  13
Section 110.   Separability Clause . . . . . . . . . . . . . . . . . . . . .  13
Section 111.   Benefits of Indenture . . . . . . . . . . . . . . . . . . . .  13
Section 112.   Governing Law . . . . . . . . . . . . . . . . . . . . . . . .  14
Section 113.   Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . .  14


                                  ARTICLE TWO
                                 SECURITY FORMS

Section 201.   Forms Generally . . . . . . . . . . . . . . . . . . . . . . .  14
Section 202.   Form of Face of Security. . . . . . . . . . . . . . . . . . .  15
Section 203.   Form of Reverse of Security of Authentication . . . . . . . .  17


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

NOTE: This table of contents shall not, for any purpose,  be deemed to be a part
of the Indenture.





                                     -iii-



                                                                           Page

Section 204.   Form of Legend for Global Securities. . . . . . . . . . . . .  21
Section 205.   Form of Trustee's Certificate . . . . . . . . . . . . . . . .  21


                                 ARTICLE THREE
                                 THE SECURITIES

Section 301.   Amount Unlimited; Issuable in Series. . . . . . . . . . . . .  22
Section 302.   Denominations . . . . . . . . . . . . . . . . . . . . . . . .  25
Section 303.   Execution, Authentication, Delivery and Dating. . . . . . . .  25
Section 304.   Temporary Securities. . . . . . . . . . . . . . . . . . . . .  26
Section 305.   Registration, Registration of Transfer and Exchange . . . . .  27
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities. . . . . . .  29
Section 307.   Payment of Interest; Interest Rights Preserved. . . . . . . .  29
Section 308.   Persons Deemed Owners . . . . . . . . . . . . . . . . . . . .  31
Section 309.   Cancellation  . . . . . . . . . . . . . . . . . . . . . . . .  31
Section 310.   Computation of Interest . . . . . . . . . . . . . . . . . . .  31


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 401.   Satisfaction and Discharge of Indenture . . . . . . . . . . .  31
Section 402.   Application of Trust Money. . . . . . . . . . . . . . . . . .  33


                                  ARTICLE FIVE
                                    REMEDIES

Section 501.   Events of Default . . . . . . . . . . . . . . . . . . . . . .  33
Section 502.   Acceleration of Maturity; Rescission and Annulment. . . . . .  34
Section 503.   Collection of Indebtedness and
               Suits for Enforcement by Trustee. . . . . . . . . . . . . . .  35
Section 504.   Trustee May File Proofs of Claim. . . . . . . . . . . . . . .  36
Section 505.   Trustee May Enforce Claims
               Without Possession of Securities. . . . . . . . . . . . . . .  36
Section 506.   Application of Money Collected. . . . . . . . . . . . . . . .  37
Section 507.   Limitation on Suits . . . . . . . . . . . . . . . . . . . . .  37
Section 508.   Unconditional Right of Holders to Receive
               Principal, Premium and Interest . . . . . . . . . . . . . . .  38
Section 509.   Restoration of Rights and Remedies. . . . . . . . . . . . . .  38






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

NOTE: This table of contents shall not, for any purpose,  be deemed to be a part
of the Indenture.





                                      -iv-



                                                                            Page
                                                                            ----

Section 510.   Rights and Remedies Cumulative..............................   38
Section 511.   Delay or Omission Not Waiver................................   39
Section 512.   Control by Holders..........................................   39
Section 513.   Waiver of Past Defaults.....................................   39
Section 514.   Undertaking for Costs.......................................   40
Section 515.   Waiver of Stay or Extension Laws............................   40


                                  ARTICLE SIX
                                  THE TRUSTEE

Section 601.   Certain Duties and Responsibilities.........................   40
Section 602.   Notice of Defaults..........................................   40
Section 603.   Certain Rights of Trustee...................................   41
Section 604.   Not Responsible for Recitals or Issuance of Securities......   42
Section 605.   May Hold Securities.........................................   42
Section 606.   Money Held in Trust.........................................   42
Section 607.   Compensation and Reimbursement..............................   43
Section 608.   Disqualification; Conflicting Interests.....................   43
Section 609.   Corporate Trustee Required; Eligibility.....................   43
Section 610.   Resignation and Removal; Appointment of Successor...........   44
Section 611.   Acceptance of Appointment by Successor......................   45
Section 612.   Merger, Conversion, Consolidation or
               Succession to Business......................................   46
Section 613.   Preferential Collection of Claims Against Company...........   47
Section 614.   Appointment of Authenticating Agent.........................   47

                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.   Company to Furnish Trustee Names
               and Addresses of Holders....................................   49
Section 702.   Preservation of Information; Communications to Holders......   49
Section 703.   Reports by Trustee..........................................   49
Section 704.   Reports by Company..........................................   50


                                 ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE






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NOTE: This table of contents shall not, for any purpose,  be deemed to be a part
of the Indenture.





                                      -v-


                                                                            Page
                                                                            ----

Section 801.    Company May Consolidate, Etc.,
                Only on Certain Terms.....................................    50
Section 802.    Successor Corporation to be Substituted...................    51
Section 803.    Opinion of Counsel to Be Given Trustee....................    51


                                  ARTICLE NINE
                            SUPPLEMENTAL INDENTURES

Section 901.    Supplemental Indentures Without
                Consent of Holders........................................    52
Section 902.    Supplemental Indentures with Consent of Holders...........    53
Section 903.    Execution of Supplemental Indentures......................    54
Section 904.    Effect of Supplemental Indentures.........................    54
Section 905.    Conformity with Trust Indenture Act.......................    55
Section 906.    Reference in Securities to Supplemental Indentures........    55
Section 907.    Subordination Unimpaired..................................    55


                                  ARTICLE TEN
                                   COVENANTS

Section 1001.   Payment of Principal, Premium and Interest................    55
Section 1002.   Maintenance of Office or Agency...........................    56
Section 1003.   Vacancy in the Office of Trustee..........................    56
Section 1004.   Money for Securities Payments to Be Held in Trust.........    56
Section 1005.   Liens.....................................................    58
Section 1006    Limitation on Sale and Leaseback Transactions.............    60
Section 1007.   Statement by Officers as to Default.......................    61
Section 1008.   Existence.................................................    61


                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 1101.   Applicability of Article..................................    61
Section 1102.   Election to Redeem; Notice to Trustee.....................    61
Section 1103.   Selection by Trustee of Securities to Be Redeemed.........    62
Section 1104.   Notice of Redemption......................................    62
Section 1105.   Deposit of Redemption Price...............................    63
Section 1106.   Securities Payable on Redemption Date.....................    63






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NOTE: This table of contents shall not, for any purpose,  be deemed to be a part
of the Indenture.




                                     -vi-


                                                                            Page
                                                                            ----

Section 1107.    Securities Redeemed in Part..............................    64


                                 ARTICLE TWELVE
                                 SINKING FUNDS

Section 1201.    Applicability of Article.................................    64
Section 1202.    Satisfaction of Sinking Fund
                 Payments with Securities.................................    64
Section 1203.    Redemption of Securities for Sinking Fund................    65


                                ARTICLE THIRTEEN
                          SUBORDINATION OF SECURITIES

Section 1301.    Securities Subordinate to Senior Indebtedness............    65
Section 1302.    Payment Over of Proceeds Upon Dissolution, Etc...........    65
Section 1303.    Prior Payment to Senior Indebtedness Upon
                 Acceleration of Securities...............................    66
Section 1304.    No Payment When Senior Indebtedness In Default...........    67
Section 1304.    Payment Permitted if No Default..........................    68
Section 1306.    Subrogation to Rights of Holders of Senior
                 Indebtedness.............................................    68
Section 1307.    Provisions Solely to Define Relative Rights..............    69
Section 1308.    Trustee to Effectuate Subordination......................    69
Section 1309.    No Waiver of Subordination Provisions....................    69
Section 1310.    Notice to Trustee........................................    70
Section 1311.    Reliance on Judicial Order or Certificate
                 of Liquidating Agent.....................................    71
Section 1312.    Trustee Not Fiduciary for Holders of
                 Senior Indebtedness......................................    71
Section 1313.    Rights of Trustee as Holder of Senior
                 Indebtedness; Preservation of Trustee's Rights...........    71
Section 1314.    Article Applicable to Paying Agents......................    71


                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.    Applicability of Article; Company's Option to Effect
                 Defeasance or Covenant Defeasance........................    72


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NOTE: This table of contents shall not, for any purpose,  be deemed to be a part
of the Indenture.




                                     -vii-


                                                                            Page
                                                                            ----

Section 1402.    Defeasance and Discharge.................................    72
Section 1403.    Covenant Defeasance......................................    73
Section 1404.    Conditions to Defeasance or Covenant Defeasance..........    73
Section 1405.    Deposited Money and U.S. Government Obligations
                 to be Held in Trust;.....................................    76
Section 1406.    Reinstatement............................................    76


TESTIMONIUM...............................................................    77

SIGNATURES AND SEALS......................................................    77

ACKNOWLEDGMENTS...........................................................    78


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NOTE: This table of contents shall not, for any purpose,  be deemed to be a part
of the Indenture.







         INDENTURE,  dated  as of July 3,  1995,  between  Raytheon  Company,  a
corporation  duly organized and existing under the laws of the State of Delaware
(herein  called  the  "Company"),  having  its  principal  offices at 141 Spring
Street,  Lexington,  Massachusetts  02173, and The Bank of New York, a bank duly
organized  and  existing  under the laws of the State of New  York,  as  Trustee
(herein called the "Trustee").



                            RECITALS OF THE COMPANY

         The Company has duly  authorized  the  execution  and  delivery of this
Indenture  to  provide  for the  issuance  from  time  to time of its  unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the  "Securities"),  to be  issued in one or more  series  as in this  Indenture
provided.

         All things  necessary to make this  Indenture a valid  agreement of the
Company, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSTH:

         For  and in  consideration  of the  premises  and the  purchase  of the
Securities  by the Holders  thereof,  it is mutually  agreed,  for the equal and
proportionate  benefit of all Holders of the Securities or of series thereof, as
follows:

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

Section 101. Definitions.

         For all  purposes  of this  Indenture,  except as  otherwise  expressly
provided or unless the context otherwise requires:

                  (1) the  terms  defined  in this  Article  have  the  meanings
         assigned to them in this  Article and include the plural as well as the
         singular;




                                      -2-

                  (2) all other terms used herein which are defined in the Trust
         Indenture  Act,  either  directly  or by  reference  therein,  have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings  assigned  to  them  in  accordance  with  generally  accepted
         accounting  principles,  and,  except  as  otherwise  herein  expressly
         provided,  the term "generally  accepted  accounting  principles"  with
         respect to any computation  required or permitted  hereunder shall mean
         such  accounting  principles as are  generally  accepted at the date of
         such computation; and

                  (4) the words  "herein",  "hereof" and  "hereunder"  and other
         words of similar  import refer to this  Indenture as a whole and not to
         any particular Article, Section or other subdivision.

         "Act", when used with respect to any Holder,  has the meaning specified
in Section 104.

         "Affiliate" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies or such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the term  "controlling"  and "controlled"  have meanings  correlative to the
foregoing.

         "Authenticating  Agent"  means any  Person  authorized  by the  Trustee
pursuant  to  Section  614 to act on  behalf  of  the  Trustee  to  authenticate
Securities of one or more series.

         "Board of Directors" means either the board of directors of the Company
or any duly  authorized  committee of that board or any directors or officers of
the Company to whom such board of directors  shall have  delegated its authority
to act hereunder.

         "Board  Resolution"  means  a copy  of a  resolution  certified  by the
Secretary or an Assistant  Secretary of the Company to have been duly adopted by
the Board of  Directors  and to be in full  force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day",  when used with respect to any Place of Payment,  means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which





                                      -3-

banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from time
to time  constituted,  created  under the Exchange Act, or, if at any time after
the execution of this  instrument such Commission is not existing and performing
the duties  now  assigned  to it under the Trust  Indenture  Act,  then the body
performing such duties at such time.

         "Company"  means  the  Person  named  as the  "Company"  in  the  first
paragraph  of this  instrument  until a successor  Person shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Company" shall mean such successor Person.

         "Company  Request" or "Company  Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

         "Company Sale" has the meaning specified in Section 801.

         "Corporate  Trust  Office"  means the office of the Trustee at which at
any  particular   time  its  corporate   trust  business  shall  be  principally
administered.

         "corporation" means a corporation,  association,  company,  joint-stock
company or business trust.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Defeasable Covenant" has the meaning specified in Section 1403.

         "Depositary"  means,  with  respect  to the  Securities  of any  series
issuable  or  issued  in  whole  or in  part in the  form of one or more  Global
Securities,  the Person  designated as Depositary for such series by the Company
pursuant to Section  301,  which Person  shall be a clearing  agency  registered
under the  Exchange  Act; and if at any time there is more than one such Person,
"Depositary",  as used with respect to the Securities of any series,  shall mean
the Depositary with respect to the Securities of such series.




                                      -4-

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the  Securities  Exchange Act of 1934 as it may be
amended and any successor act thereto.

         "Funded Debt" of any Person means all  Indebtedness of such Person that
will mature,  pursuant to a mandatory  sinking fund or  prepayment  provision or
otherwise,  and all  installments of Indebtedness  that will fall due, more than
one year from the date of  determination.  In  calculating  the  maturity of any
Indebtedness,  there shall be included the term of any unexercised  right of the
debtor  to  renew  or  extend  such   Indebtedness   existing  at  the  time  of
determination.

         "GAAP" means  generally  accepted  accounting  principles  applied on a
consistent basis.

         "Global  Security"  means a Security  bearing the legend  prescribed in
Section 204 (or such legend as may be specified as  contemplated  by Section 301
for  such  Securities)  evidencing  all  or  part  of a  series  of  Securities,
authenticated  and delivered to the  Depositary  for such series or its nominee,
and registered in the name of such Depositary or nominee.

         "Holder"  means a Person in whose name a Security is  registered in the
Security Register.

         "Indebtedness"   of  any  Person   shall  mean,   as  at  any  date  of
determination,  all indebtedness  (including  capitalized lease  obligations) of
such  Person  and its  consolidated  subsidiaries  at such  date  that  would be
required  to  be  included  as a  liability  on  a  consolidated  balance  sheet
(excluding  the footnotes  thereto) of such Person  prepared in accordance  with
GAAP.

         "Indenture"  means this instrument as originally  executed or as it may
from  time  to  time  be  supplemented  or  amended  by one or  more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
including,  for all  purposes  of this  instrument,  and any  such  supplemental
indenture,  the  provisions  of the Trust  Indenture Act that are deemed to be a
part  of and  govern  this  instrument  and  any  such  supplemental  indenture,
respectively.  The term  "Indenture"  shall also include the terms of particular
series of Securities  established as  contemplated  by Section 301.

         "interest",  when used  with  respect  to an  Original  Issue  Discount
Security which by its terms bears interest only after  Maturity,  means interest
payable after Maturity.




                                      -5-

         "Interest Payment Date", when used with respect to any Security,  means
the Stated Maturity of an installment of interest on such Security.

         "Lien"  means,  with  respect  to any  asset  of any  Person,  (i)  any
mortgage, deed of trust, lien, pledge, encumbrance,  charge or security interest
in or on such  asset,  (ii) the  interest  of a vendor  or a  lessor  under  any
conditional sale agreement,  capital lease or title retention  agreement (or any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing)  relating  to such  asset  and (iii) in the case of  securities  that
constitute assets of such Person, any purchase option,  call or similar right of
a third party with respect to such securities.

         "Maturity",  when used with respect to any Security,  means the date on
which the principal of such Security or an installment of principal  becomes due
and payable as therein or herein provided,  whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Officers'  Certificate"  means a certificate signed by the Chairman of
the  Board,  the  President  or a Vice  President,  Chief  Financial  Officer or
Controller and by the  Treasurer,  an Assistant  Treasurer,  the Secretary or an
Assistant  Secretary,  of the Company,  and delivered to the Trustee. One of the
officers signing an Officers'  Certificate  given pursuant to Section 1005 shall
be the principal executive, financial or accounting officer of the Company.

         "Opinion of  Counsel"  means a written  opinion of counsel,  who may be
counsel for the Company, and who shall be acceptable to the Trustee.

         "Original  Issue Discount  Security"  means any Security which provides
for an amount less than the principal  amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "Outstanding",  when used with respect to Securities,  means, as of the
date of determination,  all Securities  theretofore  authenticated and delivered
under this Indenture, except:

                  (i)  Securities   theretofore  cancelled  by  the  Trustee  or
         delivered to the Trustee for cancellation;

                  (ii)  Securities for whose payment or redemption  money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying  Agent  (other  than the  Company)  in trust  or set  aside  and
         segregated in trust by the Company (if the Company shall act as its own
         Paying  Agent) for the Holders of such  Securities;  provided  that, if
         such Securities are to be redeemed, notice of such redemption has




                                      -6-

         been duly  given  pursuant  to this  Indenture  or  provision  therefor
         satisfactory to the Trustee has been made;

                  (iii)  Securities  as to which  defeasance  has been  effected
         pursuant to Section 1402; and

                  (iv)  Securities  which have been paid pursuant to Section 306
         or in  exchange  for or in lieu of which  other  Securities  have  been
         authenticated and delivered pursuant to this Indenture,  other than any
         such  Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona  fide   purchaser  in  whose  hands  such   Securities  are  valid
         obligations of the Company;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount  of an  Original  Issue  Discount  Security  that  shall be  deemed to be
Outstanding  shall be the amount of the principal  thereof that would be due and
payable as of the date of such  determination  upon acceleration of the Maturity
thereof  pursuant  to  Section  502,  (ii) the  principal  amount of a  Security
denominated  in one or more foreign  currencies  or currency  units shall be the
U.S.  dollar  equivalent,  determined in the manner  provided as contemplated by
Section 301 on the date of original issuance of such Security,  of the principal
amount (or, in the case of an Original Issue Discount Security,  the U.S. dollar
equivalent  on the date of  original  issuance  of such  security  of the amount
determined  as provided  in (i) above) of such  Security,  and (iii)  Securities
owned by the Company or any other  obligor upon the  Securities or any Affiliate
of the Company or of such other obligor shall be  disregarded  and deemed not to
be  Outstanding,  except  that,  in  determining  whether the  Trustee  shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent or waiver,  only  Securities  which the Trustee  knows to be so
owned shall be so  disregarded.  Securities  so owned which have been pledged in
good faith may be regarded as  Outstanding  if the  pledgee  establishes  to the
satisfaction  of the Trustee the pledgee's  right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

         "Paying  Agent" means any Person  authorized  by the Company to pay the
principal  of or any  premium or  interest  on any  Securities  on behalf of the
Company.

         "Permitted  Receivables  Program" means any receivables  securitization
program pursuant to which the Company or any of the Subsidiaries  sells accounts
receivable to any non-Affiliate in a "true sale" transaction; provided, however,
that any related indebtedness  incurred to finance the purchase of such accounts
receivable is not includible





                                      -7-

on the balance sheet  (excluding  the  footnotes  thereto) of the Company or any
Subsidiary in accordance with GAAP and applicable  regulations of the Securities
and Exchange Commission.

         "Person"  means  any  individual,  corporation,   partnership,  limited
liability  company,  joint  venture,  trust,   unincorporated   organization  or
government or any agency or political subdivision thereof.

         "Place of  Payment",  when used with respect to the  Securities  of any
series,  means the place or places  where the  principal  of and any premium and
interest  on  the  Securities  of  that  series  are  payable  as  specified  as
contemplated by Section 301.

         "Predecessor  Security" of any particular Security means every previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and  delivered  under Section 306 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Principal Property" means, (i) the Company's principal office building
and (ii) any manufacturing  plant or principal  research facility of the Company
or any  Significant  Subsidiary  which is located  within  the United  States of
America or Canada, except any such principal office building,  plant or facility
which  the  Board  of  Directors  by  resolution  declares  is not  of  material
importance to the total business  conducted by the Company and its  Subsidiaries
as an entirety.

         "Redemption  Date",  when  used  with  respect  to any  Security  to be
redeemed,  means  the date  fixed for such  redemption  by or  pursuant  to this
Indenture.

         "Redemption  Price",  when  used with  respect  to any  Security  to be
redeemed,  means  the  price  at  which it is to be  redeemed  pursuant  to this
Indenture.

         "Regular Record Date" for the interest  payable on any Interest Payment
Date on the  Securities of any series means the date  specified for that purpose
as contemplated by Section 301.

         "Responsible Officer", when used with respect to the Trustee, means any
officer in the Corporate Trust Office of the Trustee or any other officer of the
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also means,  with  respect to a  particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of his knowledge of and familiarity with the particular subject.





                                      -8-

         "Securities"  has the  meaning  stated  in the  first  recital  of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Security  Register"  and  "Security  Registrar"  have  the  respective
meanings specified in Section 305.

         "Senior  Indebtedness" means the principal of (and premium, if any) and
interest on (a) all  indebtedness  of the Company for money  borrowed other than
the Securities, and any other indebtedness of the Company represented by a note,
bond,   debenture  or  other  similar   evidence  of   indebtedness   (including
indebtedness  of  others  guaranteed  by the  Company),  in  each  case  whether
outstanding  on the date of this  Indenture or thereafter  created,  incurred or
assumed and (b) amendments,  renewals, extensions,  modifications and refundings
of any such  indebtedness,  unless  in any case in the  instrument  creating  or
evidencing any such indebtedness or pursuant to which the same is outstanding it
is provided  that such  indebtedness  is not superior in right of payment to the
Securities.  For  the  purposes  of this  definition,  "indebtedness  for  money
borrowed"  when used with respect to the Company means (i) any obligation of, or
any obligation  guaranteed by, the Company for the repayment of borrowed  money,
whether  or  not  evidenced  by  bonds,  debentures,   notes  or  other  written
instruments,  (ii) any deferred  payment  obligation of, or any such  obligation
guaranteed  by, the Company for the payment of the purchase price of property or
assets evidenced by a note or similar  instrument,  and (iii) any obligation of,
or any such  obligation  guaranteed  by, the  Company for the payment of rent or
other amounts  under a lease of property or assets which  obligation is required
to be classified  and accounted for as a capitalized  lease on the balance sheet
of the Company under generally accepted accounting principles.

         "Significant  Subsidiary" means, at any time, any Subsidiary that would
be a  "Significant  Subsidiary"  at such  time,  as  such  term  is  defined  in
Regulation  S-X  promulgated  by the  Securities  and Exchange  Commission as in
effect on May 15, 1995.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Stated  Maturity",  when  used with  respect  to any  Security  or any
installment of principal thereof or interest  thereon,  means the date specified
in such  Security as the fixed date on which the  principal of such  Security or
such installment of principal or interest is due and payable.

         "Stockholders'  Equity"  means,  at  any  date  of  determination,  the
stockholders'  equity  at such  date of the  Company  and its  Subsidiaries,  as
determined in accordance with GAAP.

         "Subsidiary"  means a Person  (other than an individual or a government
or any agency or political subdivision thereof) more than 50% of the outstanding
voting interest of which is owned, directly or indirectly,  by the Company or by
one or  more  other  Subsidiaries,  or by the  Company  and  one or  more  other
Subsidiaries.





                                      -9-

         "Successor Company" has the meaning specified in Section 801.

         "Trustee"  means  the  Person  named  as the  "Trustee"  in  the  first
paragraph of this  Instrument  until a successor  Trustee shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time  there  is more  than one such  Person,  "Trustee"  as used  with
respect to the  Securities  of any series shall mean the Trustee with respect to
Securities of that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust  Indenture  Act of 1939 is amended  after such date,  "Trust
Indenture Act" means, to the extent  required by any such  amendment,  the Trust
Indenture Act of 1939 as so amended.

         "Vice President", when used with respect to the Company or the Trustee,
means any vice president  (but shall not include any assistant vice  president),
whether or not  designated  by a number or a word or words added before or after
the title "vice president".

         "Yield to  Maturity",  when used with  respect  to any  Original  Issue
Discount  Security  shall mean the yield to  maturity,  if any, set forth in the
prospectus  supplement  relating  thereto,  which shall be equal to the yield to
maturity,  if  any,  set  forth  on the  face  of such  Security.

Section  102.  Compliance Certificates and Opinions.

         Upon any  application  or request by the Company to the Trustee to take
any action under any provision of this  Indenture,  the Company shall furnish to
the Trustee such  certificates  and opinions as may be required  under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers'  Certificate,  if to be  given by an  officer  of the  Company,  or an
Opinion  of  Counsel,  if to be given by  counsel,  and  shall  comply  with the
requirements of the Trust Indenture Act and any other  requirements set forth in
this Indenture.

                 Every  certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

                  (1) a statement that each individual  signing such certificate
         or opinion has read such  covenant  or  condition  and the  definitions
         herein relating thereto;






                                      -10-

                  (2) a  brief  statement  as to the  nature  and  scope  of the
         examination  or  investigation  upon which the  statements  or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such  individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed  opinion as to whether or not such  covenant
         or condition has been complied with; and

                  (4) a  statement  as to  whether,  in the opinion of each such
         individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

         In any case where  several  matters are required to be certified by, or
covered by an opinion of, any specified  Person,  it is not  necessary  that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any  certificate  or opinion of an officer of the Company may be based,
insofar as it relates to legal  matters,  upon a  certificate  or opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based,  insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or  officers  of the  Company  stating  that the
information  with respect to such factual  matters is in the  possession  of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know,  that the certificate or opinion or  representations  with respect to such
matters are erroneous.

         Where any  Person is  required  to make,  give or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

Section 104. Acts of Holders; Record Dates.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially  similar  tenor  signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise





                                      -11-

expressly  provided,  such action shall become effective when such instrument or
instruments  are  delivered  to the Trustee  and,  where it is hereby  expressly
required,  to the  Company.  Such  instrument  or  instruments  (and the  action
embodied therein and evidenced  thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments.  Proof of execution
of any such  instrument  or of a  writing  appointing  any such  agent  shall be
sufficient  for any  purpose of this  Indenture  and  (subject  to Section  601)
conclusive  in favor  of the  Trustee  and the  Company,  if made in the  manner
provided in this Section.

         Without limiting the generality of the foregoing, a Holder, including a
Depositary that is a Holder of a Global  Security,  may make, give or take, by a
proxy,   or  proxies,   duly   appointed  in  writing,   any  request,   demand,
authorization,  direction,  notice,  consent,  waiver or other Act  provided  or
permitted  in this  Indenture  to be made,  given or  taken  by  Holders,  and a
Depositary  that is a Holder  of a Global  Security  may  provide  its  proxy or
proxies to the beneficial owners of interest in any such Global Security.

         (b) The  fact  and  date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by a certificate of a notary public or other officer  authorized by
law to take  acknowledgments  of deeds,  certifying that the individual  signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution  is by a  signer  acting  in a  capacity  other  than  his  individual
capacity,  such certificate or affidavit shall also constitute  sufficient proof
of his authority.  The fact and date of the execution of any such  instrument or
writing,  or the authority of the Person  executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

         (c) The  Company  may,  in the  circumstances  permitted  by the  Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders  of  Securities  of any  series  entitled  to give or take any  request,
demand,  authorization,  direction,  notice, consent, waiver or other Act, or to
vote on any action  authorized  or  permitted to be given or taken by Holders of
Securities  of  such  series.  If not  set by the  Company  prior  to the  first
solicitation  of a Holder of  Securities  of such  series  made by any Person in
respect  of any such  action,  or, in the case of any such  vote,  prior to such
vote,  the record date for any such action or vote shall be the 30th day (or, if
later,  the date of the most  recent  list of Holders  required  to be  provided
pursuant to Section 701) prior to such first  solicitation  or vote, as the case
may be.  With regard to any record date for action to be taken by the Holders of
one or more series of Securities,  only the Holders of Securities of such series
on such date (or their duly  designated  proxies)  shall be  entitled to give or
take, or vote on, the relevant action.

         (d) The  ownership  of  Securities  shall  be  proved  by the  Security
Register.





                                      -12-

         (e) Any request,  demand,  authorization,  direction,  notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the  same  Security  and  the  Holder  of  every  Security  issued  upon  the
registration of transfer  thereof or in exchange  therefor or in lieu thereof in
respect of anything  done,  omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

         (f) Without limiting the foregoing, a Holder entitled hereunder to give
or take any action  hereunder with regard to any  particular  Security may do so
with regard to all or any part of the  principal  amount of such  Security or by
one or more  duly  appointed  agents  each of which may do so  pursuant  to such
appointment with regard to all or any different part of such principal amount.

Section 105. Notices, Etc., to Trustee and Company.

         Any request, demand, authorization,  direction, notice, consent, waiver
or Act of Holders or other  document  provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                  (1) the  Trustee  by any  Holder  or by the  Company  shall be
         sufficient  for every purpose  hereunder if made,  given,  furnished or
         filed in writing to or with the Trustee at its Corporate  Trust Office,
         or

                  (2) the  Company  by the  Trustee  or by any  Holder  shall be
         sufficient  for  every  purpose   hereunder  (unless  otherwise  herein
         expressly  provided)  if in writing  and  mailed,  first-class  postage
         prepaid, to the Company addressed to it at the address of its principal
         office  specified  in the first  paragraph of this  instrument,  marked
         "Attention:  General  Counsel",  or at  any  other  address  previously
         furnished in writing to the Trustee by the Company.

Section 106. Notice to Holders; Waiver.

         Where this  Indenture  provides for any notice to Holders,  such notice
shall be sufficiently  given (unless otherwise herein expressly  provided) if in
writing and mailed,  first-class  postage  prepaid,  to each Holder  entitled to
receive such notice, at his address as it appears in the Security Register,  not
later than the latest date (if any),  and not earlier than the earliest date (if
any),  prescribed  for the giving of such  notice.  In any case where  notice to
Holders  is given by mail,  neither  the  failure to mail such  notice,  nor any
defect in any  notice so  mailed,  to any  particular  Holder  shall  affect the
sufficiency of such notice with respect to other  Holders.  Where this Indenture
provides  for notice in any manner,  such notice may be waived in writing by the
Person  entitled to receive such notice,  either before or after the event,  and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders





                                      -13-

shall be filed  with the  Trustee,  but such  filing  shall  not be a  condition
precedent to the validity of any action taken in reliance upon such waiver.

         In case by reason of the  suspension  of  regular  mail  service  or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such  notification  as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust  Indenture Act that is required  under such Act to be a part of and
govern this Indenture,  the latter provision shall control.  If any provision of
this  Indenture  modifies or excludes any  provision of the Trust  Indenture Act
that may be so modified or  excluded,  the latter  provision  shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

Section 108. Effect of Headings and Table of Contents.

         The Article and Section  headings  herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns.

         All  covenants and  agreements  in this  Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 110. Separability Clause.

         In case any provision in this Indenture or in the  Securities  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 111. Benefits of Indenture.

         Nothing in this  Indenture  or in the  Securities,  express or implied,
shall give to any  Person,  other than the parties  hereto and their  successors
hereunder and the Holders,  any benefit or any legal or equitable right,  remedy
or claim under this Indenture.




                                      -14-

Section 112. Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

Section 113. Legal Holidays.

         In any case where any Interest Payment Date,  Redemption Date or Stated
Maturity of any  Security  shall not be a Business  Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a  provision  of the  Securities  of any series  which  specifically
states  that such  provision  shall apply in lieu of this  Section))  payment of
interest or principal  (and  premium,  if any) need not be made at such Place of
Payment on such date,  but may be made on the next  succeeding  Business  Day at
such Place of Payment  with the same force and effect as if made on the Interest
Payment Date or  Redemption  Date, or at the Stated  Maturity,  provided that no
interest shall accrue for the period from and after such Interest  Payment Date,
Redemption Date or Stated Maturity, as the case may be.

                                  ARTICLE TWO

                                 Security Forms

Section 201. Forms Generally.

         The  Securities of each series shall be in  substantially  the form set
forth in this  Article,  or in such  other  form as shall be  established  by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such  appropriate  insertions,  omissions,  substitutions  and
other  variations as are required or permitted by this  Indenture,  and may have
such  letters,  numbers or other  marks of  identification  and such  legends or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officers  executing  such  Securities,  as evidenced  by their  execution of the
Securities.  If the form of  Securities of any series is  established  by action
taken pursuant to a Board  Resolution,  a copy of an appropriate  record of such
action  shall be certified  by the  Secretary  or an Assistant  Secretary of the
Company and  delivered to the Trustee at or prior to the delivery of the Company
Order  contemplated by Section 303 for the  authentication  and delivery of such
Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers  executing such  Securities,  as evidenced by their execution of
such Securities.




                                      -15-

Section 202.     Form of Face of Security.

[Insert any legend  required by the Internal  Revenue  Code and the  regulations
thereunder.]

                                                                RAYTHEON COMPANY
                                       -----------------------------------------



No.______________
                                                                       $--------

         Raytheon  Company,  a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company",  which term includes
any  successor  Person under the Indenture  hereinafter  referred to), for value
received, hereby promises to pay to  __________________________  , or registered
assigns,  the  principal  sum of  _______________________________  [Dollars]  on
__________________________________________________  [the  Security  is  to  bear
interest  prior  to  Maturity,  insert  -- , and to pay  interest  thereon  from
______________  or from the most recent Interest  Payment Date to which interest
has  been  paid  or duly  provided  for,  semi-annually  on  ______________  and
______________ in each year, commencing ____________,  at the rate of _____% per
annum,  until the  principal  hereof is paid or made  available  for payment [if
applicable,  insert -- , and (to the extent  that the  payment of such  interest
shall be legally  enforceable)  at the rate of _____%  per annum on any  overdue
principal and premium and on any overdue installment of interest].  The interest
so payable,  and punctually  paid or duly provided for, on any Interest  Payment
Date will,  as provided in such  Indenture,  be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of  business on the Regular  Record Date for such  interest,  which shall be the
_________ or ________  (whether or not a Business Day), as the case may be, next
preceding such Interest  Payment Date. Any such interest not so punctually  paid
or duly  provided for will  forthwith  cease to be payable to the Holder on such
Regular  Record  Date and may  either be paid to the  Person in whose  name this
Security (or one or more  Predecessor  Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted  Interest to
be fixed by the Trustee,  notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special  Record  Date,  or be
paid  at any  time  in  any  other  lawful  manner  not  inconsistent  with  the
requirements  of any securities  exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange,  all as
more fully provided in said Indenture].

         [If the Security is not to bear interest  prior to Maturity,  insert --
The principal of this Security  shall not bear interest  except in the case of a
default in payment of principal




                                      -16-

upon  acceleration,  upon  redemption or at Stated Maturity and in such case the
overdue  principal of this Security shall bear interest at the rate of ___ % per
annum  (to the  extent  that the  payment  of such  interest  shall  be  legally
enforceable), which shall accrue from the date of such default in payment to the
date payment of such  principal has been made or duly provided for.  Interest on
any  overdue  principal  shall be payable on demand.  Any such  interest  on any
overdue  principal that is not so paid on demand shall bear interest at the rate
of ___ % per annum (to the extent  that the  payment of such  interest  shall be
legally  enforceable),  which  shall  accrue  from the date of such  demand  for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]

         Payment of the principal of (and premium,  if any) and [if  applicable,
insert  --any  such]  interest  on this  Security  will be made at the office or
agency of the Company maintained for that purpose [in ___________ ] in such coin
or  currency  of [the  United  States of America]  [insert  other  currency,  if
applicable]  as at the time of payment is legal tender for payment of public and
private debts [if applicable,  insert -- ; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the  Person  entitled  thereto  as such  address  shall  appear in the  Security
Register].

         Reference is hereby made to the further provisions of this Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                           RAYTHEON COMPANY

                                           By:________________________

Attest:

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





                                      -17-

Section 203. Form of Reverse of Security.

         This  Security is one of a duly  authorized  issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under  an  Indenture,  dated  as of  July 3,  1995  (herein  called  the
"Indenture"),  between the Company and The Bank of New York, as Trustee  (herein
called the  "Trustee",  which term  includes  any  successor  trustee  under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,  limitations of rights,
duties and  immunities  thereunder of the Company,  the Trustee,  the holders of
Senior  Indebtedness  and the  Holders of the  Securities  and of the terms upon
which the  Securities  are, and are to be,  authenticated  and  delivered.  This
Security  is one of the  series  designated  on the  face  hereof[,  limited  in
aggregate principal amount to $________].


         [If applicable,  insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1)  on____________  in any year commencing with the year ______ and ending with
the year  through  operation of the sinking fund for this series at a Redemption
Price equal to 100% of the  principal  amount,  and (2)] at any time on or after
____________,  19__], as a whole or in part, at the election of the Company,  at
the  following  Redemption  Prices  (expressed as  percentages  of the principal
amount): If redeemed [on or before  ____________,  ___%, and if redeemed] during
the 12- month period beginning ___________of the years indicated,



                 Redemption Redemption
 Year                  Price                     Year                     Price




and  thereafter  at a Redemption  Price equal to ___% of the  principal  amount,
together in the case of any such redemption [if  applicable,  insert -- (whether
through  operation of the sinking fund or otherwise)]  with accrued  interest to
the Redemption  Date, but interest  installments  whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant  Record Dates  referred to on the face  hereof,  all as provided in the
Indenture.]

         [If applicable,  insert -- The Securities of this series are subject to
redemption  upon not less than 30 days'  notice by mail,  (1) on  _______ in any
year commencing with the





                                      -18-

year ____ and ending with the year ____  through  operation  of the sinking fund
for this series at the Redemption Prices for redemption through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below,  and (2) at any time [on or after  ____________],  as a whole or in
part, at the election of the Company,  at the  Redemption  Prices for redemption
otherwise than through  operation of the sinking fund  (expressed as percentages
of the principal  amount) set forth in the table below:  If redeemed  during the
12-month period beginning ____________ of the years indicated,


                      Redemption Price
                       For Redemption                      Redemption Price For
                      Through Operation                    Redemption Otherwise
                           of the                         Than Through Operation
     Year               Sinking Fund                       of the Sinking Fund







and  thereafter  at a  Redemption  Price  equal  to % of the  principal  amount,
together in the case of any such redemption  (whether  through  operation of the
sinking fund or otherwise)  with accrued  interest to the  Redemption  Date, but
interest  installments  whose Stated  Maturity is on or prior to such Redemption
Date  will  be  payable  to the  Holders  of  such  Securities,  or one or  more
Predecessor  Securities,  of  record at the close of  business  on the  relevant
Record Date referred to on the face hereof, all as provided in the Indenture.]

         [Notwithstanding the foregoing,  the Company may not, prior to ________
redeem any  Securities  of this  series as  contemplated  by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the  application,  directly  or  indirectly,  of  moneys  borrowed  having an
interest cost to the Company  (calculated in accordance with generally  accepted
financial practice) of less than ___% per annum.]

         [The  sinking  fund  for  this  series   provides  for  the  redemption
on__________  in each year  beginning  with the year and ending with the year of
[not  less  than  $__________  ("mandatory  sinking  fund")  and not more  than]
$_________  aggregate principal amount of Securities of this series.  Securities
of this  series  acquired or redeemed  by the  Company  otherwise  than  through
[mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made [if applicable, insert -- in
the inverse order in which they become due].]




                                      -19-

         [If the  Security is subject to  redemption.  insert -- In the event of
redemption  of this  Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

         [If  applicable,  insert -- This  Security is not subject to redemption
prior to maturity.]

         [If  applicable,  insert  --  The  Indenture  contains  provisions  for
defeasance  at any time of [(a)]  (the  entire  indebtedness  evidenced  by this
Security]  [and  (b)]  [certain  restrictive  covenants,]  [in each  case]  upon
compliance  by the Company  with certain  conditions  set forth  therein,  which
provisions apply to this Security.]

         The indebtedness  evidenced by this Security is, to the extent provided
in the  Indenture,  subordinate  and  subject  in right of  payment to the prior
payment in full of all Senior Indebtedness,  and this Security is issued subject
to the  provisions of the Indenture  with respect  thereto.  Each Holder of this
Security,  by  accepting  the  same,  (a)  agrees  to and shall be bound by such
provisions,  (b)  authorizes  and directs the Trustee on his behalf to take such
action as may be necessary or  appropriate to effectuate  the  subordination  so
provided and (c) appoints the Trustee his  attorney-in-fact for any and all such
purposes.

         [If the Security is not an Original Issue Discount Security,  insert --
The  principal  of this  Security  may not be declared  due and payable upon the
occurrence  of an Event of  Default,  except  an Event of  Default  relating  to
certain events  involving the bankruptcy,  insolvency or  reorganization  of the
Company.  If an Event of Default  with  respect  to  Securities  of this  series
relating  to  certain   events   involving   the   bankruptcy,   insolvency   or
reorganization  of the Company shall occur and be  continuing,  the principal of
the  Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security,  insert -- The
principal  of  this  Security  may not be  declared  due and  payable  upon  the
occurrence  of an Event of  Default,  except  an Event of  Default  relating  to
certain events  involving the bankruptcy,  insolvency or  reorganization  of the
Company.  If an Event of Default  with  respect  to  Securities  of this  series
relating  to  certain   events   involving   the   bankruptcy,   insolvency   or
reorganization  of the  Company  shall  occur  and be  continuing,  an amount of
principal  of the  Securities  of this series may be declared due and payable in
the manner and with the effect  provided in the Indenture.  Such amount shall be
equal to [-- insert  formula  for  determining  the  amount].  Upon  payment [if
applicable,  insert - - (i)] of the  amount of  principal  so  declared  due and
payable [if applicable,  insert -- and (ii) of interest on any overdue principal
and  overdue  interest  (in each case to the  extent  that the  payment  of such
interest shall be





                                      -20-

legally  enforceable)],  all of the  Company's  obligations  in  respect  of the
payment of the  principal of and  interest,  if any, on the  Securities  of this
series shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal  amount of the  Securities  at
the time  Outstanding  of all series to be affected  (voting as a single class).
The  Indenture  also  contains  provisions  permitting  the Holders of specified
percentages  in principal  amount of the  Securities  of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance  by the Company with certain  provisions of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver by the Holder of this Security  shall be conclusive and binding upon such
Holder and upon all future  Holders of this Security and of any Security  issued
upon the  registration  of  transfer  hereof or in  exchange  herefor or in lieu
hereof,  whether  or not  notation  of such  consent or waiver is made upon this
Security.

         No reference  herein to the Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest  on this  Security  at the  times,  place and rate,  and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth,  the  transfer  of this  Security  is  registerable  in the  Security
Register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the  Company  in any place  where the  principal  of and any
premium  and  interest  on this  Security  are  payable,  duly  endorsed  by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company and the Security  Registrar  duly  executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this  series and of like tenor,  of  authorized  denominations  and for the same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

         The  Securities  of this series are issuable  only in  registered  form
without coupons in denominations of $_______ and any integral  multiple thereof.
As provided in the  Indenture  and  subject to certain  limitations  therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different  authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.




                                      -21-

         Prior to due presentment of this Security for registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this  Security  which are  defined  in the  Indenture
shall have the meanings assigned to them in the Indenture.

Section 204. Form of Legend for Global Security.

         Unless  otherwise  specified  as  contemplated  by Section  301 for the
Securities  evidenced thereby,  any Global Security  authenticated and delivered
hereunder shall bear a legend in substantially the following form:

                 "This Security is a Global  Security  within the meaning of the
         Indenture  hereinafter  referred to and is  registered in the name of a
         Depositary or a nominee  thereof.  This Security may not be transferred
         to, or registered or exchanged  for  Securities  registered in the name
         of, any Person other than the  Depositary  or a nominee  thereof and no
         such transfer may be  registered,  except in the limited  circumstances
         described in the Indenture.  Every Security authenticated and delivered
         upon  registration  of transfer  of, or in exchange  for or in lieu of,
         this  Security  shall be a Global  Security  subject to the  foregoing,
         except in such limited circumstances."

Section 205. Form of Trustee's Certificate of Authentication.

         The Trustee's  certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.



                                                   THE BANK OF NEW YORK


                                                   -----------------------------
                                                   As Trustee




                                      -22-


                                                   By:
                                                      ------------------------
                                                          Authorized Officer

                                 ARTICLE THREE

                                 The Securities

Section 301. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The  Securities  may be issued in one or more  series.  There  shall be
established in or pursuant to a Board  Resolution  and,  subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

                  (1) the title of the  Securities  of the series  (which  shall
         distinguish  the Securities of the series from  Securities of any other
         series);

                  (2) any  limit  upon the  aggregate  principal  amount  of the
         Securities  which  may  be  authenticated   and  delivered  under  this
         Indenture  (except for  Securities  authenticated  and  delivered  upon
         registration  of transfer of, or in exchange  for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any  Securities  which,  pursuant  to Section  303,  are
         deemed never to have been authenticated and delivered hereunder);

                  (3) the  Person  to whom any  interest  on a  Security  of the
         series  shall be  payable,  if other than the Person in whose name that
         Security (or one or more  Predecessor  Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4) the date or dates on which the principal of the Securities
         of the series is payable;

                  (5) the rate or rates at which the  Securities  of the  series
         shall bear interest, if any, the date or dates from which such interest
         shall  accrue,  the Interest  Payment  Dates on which any such interest
         shall be payable and the Regular  Record Date for any interest  payable
         on any Interest Payment Date;





                                      -23-

                  (6) the place or places where the principal of and any premium
         and interest on Securities of the series shall be payable;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which  Securities of the series
         may be redeemed, in whole or in part, at the option of the Company;

                  (8) the  obligation,  if any,  of the  Company  to  redeem  or
         purchase  Securities  of the series  pursuant  to any  sinking  fund or
         analogous  provisions  or at the  option  of a Holder  thereof  and the
         period or periods  within  which,  the price or prices at which and the
         terms and  conditions  upon which  Securities  of the  series  shall be
         redeemed  or  purchased,   in  whole  or  in  part,  pursuant  to  such
         obligation;

                  (9) if other than  denominations  of $1,000  and any  integral
         multiple  thereof,  the denominations in which Securities of the series
         shall be issuable;

                  (10)  the  currency,  currencies  or  currency  units in which
         payment  of the  principal  of and  any  premium  and  interest  on any
         Securities of the series shall be payable if other than the currency of
         the  United  States  of  America  and the  manner  of  determining  the
         equivalent  thereof in the currency of the United States of America for
         purposes of the definition of "Outstanding" in Section 101;

                  (11) if the amount of payments of  principal of or any premium
         or  interest  on any  Securities  of the  series may be  determined  by
         reference  to an index or  formula,  the manner in which  such  amounts
         shall be determined;

                  (12) if the  principal  of or any  premium or  interest on any
         Securities  of the  series is to be  payable,  at the  election  of the
         Company or a Holder  thereof,  in one or more  currencies  or  currency
         units other than that or those in which the Securities are stated to be
         payable, the currency, currencies or currency units in which payment of
         the  principal  of and any premium and interest on  Securities  of such
         series as to which  such  election  is made shall be  payable,  and the
         periods  within  which and the terms and  conditions  upon  which  such
         election is to be made;

                  (13) if other than the principal  amount thereof,  the portion
         of the  principal  amount of  Securities  of the series  which shall be
         payable  upon  declaration  of  acceleration  of the  Maturity  thereof
         pursuant to Section 502;

                  (14) the  application,  if any,  of either or both of  Section
         1402 and Section 1403 to the Securities of the series;



                                      -24-

                  (15) whether the Securities of the series shall be issuable in
         whole or in part in the form of one or more Global  Securities  and, in
         such case, the Depositary or  Depositaries  for such Global Security or
         Global Securities and any  circumstances  other than those set forth in
         Section 305 in which any such Global  Security may be  transferred  to,
         and registered and exchanged for Securities  registered in the name of,
         a Person  other  than the  Depositary  for such  Global  Security  or a
         nominee thereof and in which any such transfer may be registered;

                  (16) if other than as  specified in Section 501, the events of
         default applicable with respect to the Securities of the series;

                  (17) if other than as  specified in Section 502, the events of
         default the  occurrence  of which would permit the  declaration  of the
         acceleration of maturity pursuant to Section 502;

                  (18) any other  covenant or warranty  included for the benefit
         of Securities of the series in addition to (and not inconsistent  with)
         those  included in this  Indenture for the benefit of Securities of all
         series,  or any other covenant or warranty  included for the benefit of
         Securities  of the series in lieu of any covenant or warranty  included
         in this  Indenture for the benefit of Securities of all series,  or any
         provision that any covenant or warranty  included in this Indenture for
         the benefit of Securities of all series shall not be for the benefit of
         Securities  of such  series,  or any  combination  of  such  covenants,
         warranties or provisions;

                  (19) if other  than as  specified  in  Article  Thirteen,  the
         subordination  provisions  applicable with respect to the Securities of
         the series; and

                  (20) any other term of the series  (which  terms  shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).

         All  Securities  of any one  series  shall be  substantially  identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board  Resolution  referred  to above and  (subject  to Section  303) set
forth,  or  determined  in the manner  provided,  in the  Officers'  Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the  terms  of a  series  are  established  by  action  taken
pursuant to a Board Resolution,  a copy of an appropriate  record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered  to  the  Trustee  at or  prior  to  the  delivery  of  the  Officers'
Certificate setting forth the terms of such series.




                                      -25-

Section 302. Denominations.

         The  Securities  of each series  shall be issuable in  registered  form
without coupons in such  denominations  as shall be specified as contemplated by
Section  301.  In the  absence  of  any  such  provisions  with  respect  to the
Securities  of any series,  the  Securities  of such series shall be issuable in
denominations  of  $1,000  and  any  integral  multiple  thereof.

Section 303. Execution, Authentication, Delivery and Dating.

         The  Securities  shall be  executed  on  behalf of the  Company  by its
Chairman of the Board,  its President or one of its Vice  Presidents,  under its
corporate  seal  reproduced  thereon  attested  by its  Secretary  or one of its
Assistant Secretaries.  The signature of any of these officers on the Securities
may be manual or facsimile.

         Securities  bearing the manual or facsimile  signatures of  individuals
who were at any time the proper  officers of the Company shall bind the Company,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the  execution  and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  securities,  and the Trustee in accordance
with the Company Order shall  authenticate and deliver such  Securities.  If the
form or terms of the  Securities  of the  series  have  been  established  in or
pursuant to one or more Board  Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this  Indenture  in relation  to such  Securities,  the  Trustee  shall be
entitled to receive,  and (subject to Section  601) shall be fully  protected in
relying upon, an Opinion of Counsel stating,

                  (a) if the form of such Securities has been  established by or
         pursuant to Board  Resolution  as permitted  by Section 201,  that such
         form has been  established  in conformity  with the  provisions of this
         Indenture;

                  (b) if the terms of such Securities  have been  established by
         or pursuant to Board  Resolution as permitted by Section 301, that such
         terms have been  established in conformity  with the provisions of this
         Indenture; and

                  (c) that such Securities,  when authenticated and delivered by
         the  Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel,  will constitute valid
         and legally binding obligations of the




                                      -26-

         Company  enforceable  in  accordance  with  their  terms,   subject  to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar  laws of general  applicability  relating  to or  affecting
         creditors' rights and to general equity principles.

If such  form or terms  have  been so  established,  the  Trustee  shall  not be
required  to  authenticate  such  Securities  if the  issue  of such  Securities
pursuant to this  Indenture  will  affect the  Trustee's  own rights,  duties or
immunities  under the  Securities  and this  Indenture  or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding  the  provisions  of Section  301 and of the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required  pursuant to Section  301 or the  Company  Order and Opinion of Counsel
otherwise required pursuant to such preceding  paragraph at or prior to the time
of  authentication  of each  Security  of such  series  if  such  documents  are
delivered at or prior to the authentication  upon original issuance of the first
Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or  obligatory  for any purpose  unless there  appears on such  Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed by the Trustee by manual signature of an Authorized  Officer,  and such
certificate  upon  any  Security  shall  be  conclusive  evidence,  and the only
evidence,   that  such  Security  has  been  duly  authenticated  and  delivered
hereunder.  Notwithstanding  the  foregoing,  if any  Security  shall  have been
authenticated and delivered  hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for  cancellation  as
provided in Section 309, for all purposes of this  Indenture such Security shall
be deemed never to have been  authenticated  and  delivered  hereunder and shall
never be entitled to the  benefits of this  Indenture.

Section 304.  Temporary Securities.

         Pending the  preparation  of definitive  Securities of any series,  the
Company may execute,  and upon Company Order the Trustee shall  authenticate and
deliver,  temporary  Securities  which are printed,  lithographed,  typewritten,
mimeographed   or   otherwise   produced,   in  any   authorized   denomination,
substantially  of the tenor of the  definitive  Securities in lieu of which they
are issued and with such appropriate  insertions,  omissions,  substitutions and
other  variations as the officers  executing such  Securities may determine,  as
evidenced by their execution of such Securities.




                                      -27-

         If  temporary  Securities  of any series are issued,  the Company  will
cause definitive  Securities of that series to be prepared without  unreasonable
delay.  After the  preparation  of  definitive  Securities  of such series,  the
temporary  Securities  of such  series  shall  be  exchangeable  for  definitive
Securities  of such series upon  surrender of the  temporary  Securities of such
series at the office or agency of the  Company  in a Place of  Payment  for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more  temporary  Securities  of any series the Company  shall execute and the
Trustee  shall  authenticate  and  deliver  in  exchange  therefor  one or  more
definitive Securities of the same series, of any authorized denominations and of
a like aggregate  principal  amount and tenor.  Until so exchanged the temporary
Securities  of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

Section 305. Registration, Registration of Transfer and Exchange.

         The Company  shall  cause to be kept at the  Corporate  Trust  Office a
register  (the  register  maintained  in such office and in any other  office or
agency of the Company in a Place of Payment being herein sometimes  collectively
referred to as the  "Security  Register") in which,  subject to such  reasonable
regulations as it may prescribe,  the Company shall provide for the registration
of Securities  and of transfers of Securities.  The Trustee is hereby  appointed
"Security Registrar" for the purpose of registering  Securities and transfers of
Securities as herein provided.

         Upon  surrender  for  registration  of transfer of any  Security of any
series  at the  office  or agency in a Place of  Payment  for that  series,  the
Company shall execute,  and the Trustee shall  authenticate and deliver,  in the
name of the designated transferee or transferees,  one or more new Securities of
the  same  series,  of any  authorized  denominations  and  of a like  aggregate
principal amount and tenor.

         At the option of the Holder,  Securities of any series may be exchanged
for other Securities of the same series, of any authorized  denominations and of
a like aggregate principal amount and tenor, upon surrender of the securities to
be  exchanged  at  such  office  or  agency.  Whenever  any  Securities  are  so
surrendered  for  exchange,  the Company  shall  execute,  and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

         All Securities  issued upon any registration of transfer or exchange of
Securities  shall be the valid  obligations of the Company,  evidencing the same
debt, and entitled to the same benefits under this Indenture,  as the Securities
surrendered upon such registration of transfer or exchange.





                                      -28-

         Every Security presented or surrendered for registration of transfer or
for  exchange  shall (if so  required  by the  Company or the  Trustee)  be duly
endorsed,  or be  accompanied  by a  written  instrument  of  transfer  in  form
satisfactory  to the Company and the Security  Registrar duly  executed,  by the
Holder thereof or his attorney duly authorized in writing.

         No service  charge  shall be made to a Holder for any  registration  of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         The Company  shall not be required (i) to issue,  register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of  redemption  of
Securities of that series selected for redemption  under Section 1103 and ending
at the close of business  on the day of such  mailing,  or (ii) to register  the
transfer of or exchange any Security so selected for  redemption  in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

         Notwithstanding  the  foregoing  and except as  otherwise  specified or
contemplated by Section 301, no Global  Security shall be exchangeable  pursuant
to this Section 305 or Sections 304, 906 and 1107 for  Securities  registered in
the  name  of,  and no  transfer  of a  Global  Security  of any  series  may be
registered  to, any Person other than the  Depositary  for such  Security or its
nominee,  unless  (1)  such  Depositary  (A)  notifies  the  Company  that it is
unwilling or unable to continue as  Depositary  for such Global  Security or (B)
ceases to be a  clearing  agency  registered  under the  Exchange  Act,  (2) the
Company  executes and  delivers to the Trustee a Company  Order that such Global
Security shall be so exchangeable and the transfer  thereof so registerable,  or
(3) there shall have occurred and be continuing an Event of Default, or an event
which  with  notice or lapse of time or both would  become an Event of  Default,
with  respect to the  Securities  evidenced  by such Global  Security.  Upon the
occurrence in respect of any Global Security of any series of any one or more of
the conditions  specified in clause (1), (2) or (3) of the preceding sentence or
such other  conditions  as may be specified as  contemplated  by Section 301 for
such series, such Global Security may be exchanged for Securities  registered in
the names of, and the  transfer of such Global  Security may be  registered  to,
such Persons  (including  Persons other than the Depositary with respect to such
series and its nominees) as such Depositary  shall direct.  Notwithstanding  any
other provision of this Indenture, any Security authenticated and delivered upon
registration  of  transfer  of, or in  exchange  for,  or in lieu of, any Global
Security shall also be a Global Security and shall bear the legend  specified in
Section 204 except for any Security authenticated and delivered in exchange for,
or upon registration of transfer of, a Global Security pursuant to the preceding
sentence.





                                      -29-

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated  Security is surrendered  to the Trustee,  the Company
shall  execute  and the  Trustee  shall  authenticate  and  deliver in  exchange
therefor a new  Security  of the same  series  and of like  tenor and  principal
amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such  security or  indemnity as may be required by them to save each of them and
any agent of either of them  harmless,  then,  in the  absence  of notice to the
Company or the  Trustee  that such  Security  has been  acquired  by a bona fide
purchaser,  the Company  shall execute and the Trustee  shall  authenticate  and
deliver, in lieu of any such destroyed,  lost or stolen Security, a new Security
of the same series and of like tenor and  principal  amount and bearing a number
not contemporaneously  outstanding.

         In case any such  mutilated,  destroyed,  lost or stolen  Security  has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security  under this Section,  the Company
may  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new  Security of any series  issued  pursuant to this  Section in
lieu of any  destroyed,  lost or stolen  Security  shall  constitute an original
additional contractual obligation of the Company,  whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Securities of that series duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the  replacement or
payment of mutilated, destroyed, lost or stolen Securities.

Section 307. Payment of Interest; Interest Rights Preserved.

         Except as  otherwise  provided  as  contemplated  by  Section  301 with
respect to any series of Securities,  interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest  Payment Date shall
be paid to the Person in whose name






                                      -30-

that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually  paid or duly  provided  for, on any  Interest  Payment  Date (herein
called  "Defaulted  Interest") shall forthwith cease to be payable to the Holder
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such  Defaulted  Interest  may be paid by the  Company,  at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The  Company  may elect to make  payment of any  Defaulted
         Interest to the Persons in whose  names the  Securities  of such series
         (or their  respective  Predecessor  Securities)  are  registered at the
         close of  business  on a Special  Record  Date for the  payment of such
         Defaulted  Interest,  which shall be fixed in the following manner. The
         Company  shall notify the Trustee in writing of the amount of Defaulted
         Interest  proposed  to be paid on each  Security of such series and the
         date of the proposed  payment,  and at the same time the Company  shall
         deposit  with the  Trustee  an amount of money  equal to the  aggregate
         amount  proposed  to be paid in respect of such  Defaulted  Interest or
         shall make  arrangements  satisfactory  to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in  trust  for the  benefit  of the  Persons  entitled  to such
         Defaulted  Interest as in this Clause  provided.  Thereupon the Trustee
         shall fix a  Special  Record  Date for the  payment  of such  Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the  proposed  payment  and not less  than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall  promptly  notify the Company of such Special  Record
         Date and,  in the name and at the expense of the  Company,  shall cause
         notice of the  proposed  payment  of such  Defaulted  Interest  and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each  Holder  of  Securities  of such  series at his  address  as it
         appears in the Security  Register,  not less than 10 days prior to such
         Special Record Date.  Notice of the proposed  payment of such Defaulted
         Interest and the Special  Record Date  therefor  having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor  Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

                  (2) The Company may make payment of any Defaulted  Interest on
         the   Securities   of  any  series  in  any  other  lawful  manner  not
         inconsistent with the requirements of any securities  exchange on which
         such Securities may be listed,  and upon such notice as may be required
         by such exchange,  if, after notice given by the Company to the Trustee
         of the proposed payment pursuant to this Clause, such manner of payment
         shall be deemed practicable by the Trustee.




                                      -31-

         Subject to the  foregoing  provisions  of this  Section,  each Security
delivered  under this Indenture upon  registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest  accrued
and unpaid, and to accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners.

         Prior to due  presentment of a Security for  registration  of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the  Person  in whose  name such  Security  is  registered  as the owner of such
Security  for the purpose of  receiving  payment of principal of and any premium
and  (subject to Section  307) any  interest on such  Security and for all other
purposes  whatsoever,  whether or not such Security be overdue,  and neither the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary.

Section 309. Cancellation.

         All Securities  surrendered  for payment,  redemption,  registration of
transfer or exchange or for credit  against any sinking fund payment  shall,  if
surrendered  to any Person other than the  Trustee,  be delivered to the Trustee
and shall be promptly  cancelled  by it. The Company may at any time  deliver to
the  Trustee  for  cancellation  any  securities  previously  authenticated  and
delivered   hereunder  which  the  Company  may  have  acquired  in  any  manner
whatsoever,  and may deliver to the Trustee (or to any other Person for delivery
to  the  Trustee)  for  cancellation  any  Securities  previously  authenticated
hereunder  which the  Company  has not issued and sold,  and all  securities  so
delivered  shall be promptly  cancelled by the Trustee.  No Securities  shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture.  All cancelled
Securities  held by the  Trustee  shall be  disposed of as directed by a Company
Order.

Section 310. Computation of Interest.

         Except as  otherwise  specified  as  contemplated  by  Section  301 for
Securities  of any series,  interest on the  Securities  of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.




                                      -32-

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving  rights of  registration  of transfer or exchange of
Securities  herein expressly  provided for), and the Trustee,  at the expense of
the Company,  shall execute proper  instruments  acknowledging  satisfaction and
discharge of this Indenture, when

                  (1) either

                  (A) all  Securities  theretofore  authenticated  and delivered
         (other than (i) Securities  which have been  destroyed,  lost or stolen
         and which have been  replaced  or paid as  provided  in Section 306 and
         (ii) Securities for whose payment money has theretofore  been deposited
         in trust or segregated  and held in trust by the Company and thereafter
         repaid to the Company or  discharged  from such  trust,  as provided in
         Section 1004) have been delivered to the Trustee for cancellation; or

                  (B) all  such  Securities  not  theretofore  delivered  to the
         Trustee for cancellation

                          (i)     have become due and payable, or

                          (ii)    will become due and payable at their Stated
                 Maturity within one year, or

                          (iii) are to be called for redemption  within one year
                 under  arrangements  satisfactory to the Trustee for the giving
                 of notice of redemption by the Trustee in the name,  and at the
                 expense, of the Company,

         and the Company, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited  with the Trustee as trust funds in trust for
         the  purpose  an amount  sufficient  to pay and  discharge  the  entire
         indebtedness  on  such  Securities  not  theretofore  delivered  to the
         Trustee for cancellation, for principal and any premium and interest to
         the date of such deposit (in the case of  Securities  which have become
         due and payable) or to the Stated  Maturity or Redemption  Date, as the
         case may be;

                  (2) the  Company  has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent   herein  provided  for  relating  to  the  satisfaction  and
         discharge of this Indenture have been complied with.




                                      -33-

         Notwithstanding  the satisfaction and discharge of this Indenture,  the
obligations of the Company to the Trustee under Section 607, the  obligations of
the Trustee to any  Authenticating  Agent under  Section 614 and, if money shall
have been deposited with the Trustee  pursuant to subclause (B) of Clause (1) of
this  Section,  the  obligations  of the Trustee  under Section 402 and the last
paragraph of Section 1004, shall survive.

Section 402. Application of Trust Money.

         Subject to the  provisions of the last  paragraph of Section 1004,  all
money deposited with the Trustee  pursuant to Section 401 shall be held in trust
and applied by it, in accordance  with the provisions of the Securities and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee. Money
deposited  pursuant to this Section not in violation of this Indenture shall not
be  subject  to  claims of the  holders  of Senior  Indebtedness  under  Article
Thirteen.


                                  ARTICLE FIVE

                                    Remedies

Section 501. Events of Default.

         "Event of Default",  wherever used herein with respect to Securities of
any  particular  series,  means any one of the  following  events  (whatever the
reason for such  Event of Default  and  whether  it shall be  occasioned  by the
provisions of Article  Thirteen or be voluntary or involuntary or be effected by
operation  of law or pursuant to any  judgment,  decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (a) default in the due and punctual payment of any installment
         of interest  upon any of the  Securities of that series as and when the
         same shall become due and payable and continuance of such default for a
         period of 30 days; or

                  (b) default in the due and punctual  payment of the  principal
         of (or premium, if any, on) any of the Securities of that series as and
         when the same  shall  become due and  payable  either at  Maturity,  by
         declaration as authorized by this Indenture, or otherwise; or

                  (c) default in the deposit of any sinking fund  payment,  when
         and as due by the terms of a Security of that series; or



                                      -34-

                  (d)  failure  on the part of the  Company  duly to  observe or
         perform any other of the  covenants  or  agreements  on the part of the
         Company set forth in the Securities of that series or in this Indenture
         (other than those set forth  exclusively  in the terms of Securities of
         any series other than that series, or those which have been included in
         this  Indenture  for the benefit of Securities of any series other than
         that  series)  continued  for a period of 60 days after  there has been
         given,  by registered or certified mail, to the Company by the Trustee,
         or to the  Company  and the  Trustee by the  Holders of at least 25% in
         principal  amount  of  the  Securities  of  that  series  at  the  time
         Outstanding, a written notice specifying such failure and requiring the
         same to be  remedied  and  stating  that such  notice  is a "Notice  of
         Default" hereunder; or

                  (e)  the  entry  of  a  decree  or  order  by a  court  having
         jurisdiction in the premises  granting relief in respect of the Company
         in  an  involuntary   case  under  any  applicable   Federal  or  State
         bankruptcy,  insolvency,  reorganization or other similar law adjudging
         the Company as being  bankrupt or  insolvent,  or approving as properly
         filed a petition  seeking  reorganization,  arrangement,  adjustment or
         composition  of or in  respect  of the  Company  under  any  applicable
         Federal or State law, or appointing a receiver, liquidator,  custodian,
         assignee,  trustee,  sequestrator  (or other  similar  official) of the
         Company, or of any substantial part of its properties,  or ordering the
         winding  up or  liquidation  of the  affairs  of the  Company,  and the
         continuance  of any such decree or order  unstayed  and in effect for a
         period of 60 consecutive days; or

                  (f)  the  institution  by the  Company  of  proceedings  to be
         adjudicated  as being  bankrupt  or  insolvent,  or the  consent by the
         Company to the  institution  of bankruptcy  or  insolvency  proceedings
         against  it, or the filing by the  Company  of a petition  or answer or
         consent seeking  reorganization or relief under any applicable  Federal
         or State bankruptcy,  insolvency,  reorganization or other similar law,
         or the consent by the Company to the filing of any such  petition or to
         the  appointment  of  a  receiver,  liquidator,   custodian,  assignee,
         trustee, sequestrator (or other similar official) of the Company, or of
         any substantial part of its properties, or the making by the Company of
         an  assignment  for the benefit of  creditors,  or the admission by the
         Company in writing of its inability to pay its debts  generally as they
         become  due,  or the  taking  of  corporate  action by the  Company  in
         furtherance of any such action; or

                  (g) any  other  Event of  Default  provided  with  respect  to
         Securities of that series.

Section 502. Acceleration of Maturity; Rescission and Annulment.

         In case one or more of the  Events  of  Default  specified  in  Section
501(e) or 501(f)  shall have  occurred  and be  continuing  with  respect to any
particular series of





                                      -35-

Securities, then and in each and every such case, unless the principal of all of
the Securities of that series shall have already become due and payable,  either
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Securities of that series then Outstanding  hereunder,  by notice in writing
to the  Company  (and to the  Trustee  if given by  Holders),  may  declare  the
principal or, in the case of Original Issue Discount Securities,  such amount of
principal as may be provided for in such  Securities,  of all the  Securities of
that series to be due and payable immediately, and upon any such declaration the
same shall become and shall be  immediately  due and  payable,  anything in this
Indenture  or in the  Securities  of  that  series  contained  to  the  contrary
notwithstanding.  This provision,  however, is subject to the condition that if,
at any time after such  principal or such amount of  principal,  as the case may
be,  shall have been so declared  due and  payable,  and before any  judgment or
decree for the payment of the moneys due shall have been  obtained or entered as
hereinafter provided,  the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured  installments  of interest upon all Securities
of that  series  and the  principal  of (and  premium,  if any,  on) any and all
Securities  of that  series  which  shall  have  become  due  otherwise  than by
acceleration  (with interest on overdue  installments of interest (to the extent
that payment of such interest is enforceable  under  applicable law) and on such
principal (and premium,  if any) at the rate of interest  prescribed therefor by
such Securities, to the date of such payment or deposit) and the expenses of the
Trustee,  including the reasonable fees of its counsel, and any and all defaults
under this Indenture  with respect to the  Securities of the series,  other than
the nonpayment of principal of (and premium, if any) and accrued interest on the
Securities of that series which shall have become due by acceleration shall have
been  remedied  -- then and in every  such case the  Holders  of a  majority  in
aggregate principal amount of the Securities of that series then Outstanding, by
written  notice to the Company and to the  Trustee,  may waive all  defaults and
rescind and annul such declaration and its  consequences;  but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default,
or shall impair any right consequent thereon.

Section 503.  Collection of Indebtedness and Suits for Enforcement by
              Trustee.

         The Company covenants that if

                  (1)  default  is made in the  payment of any  interest  on any
         Security  when such  interest  becomes due and payable and such default
         continues for a period of 30 days, or

                  (2)  default is made in the  payment of the  principal  of (or
         premium, if any, on) any Security at the Maturity thereof,

the Company will, upon written demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for





                                      -36-

principal  and any premium and interest  and, to the extent that payment of such
interest  shall be legally  enforceable,  interest on any overdue  principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in
such  Securities,  and, in addition  thereto,  such  further  amount as shall be
sufficient  to cover  the  costs  and  expenses  of  collection,  including  the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and counsel.

         If an Event of Default with respect to  Securities of any series occurs
and is  continuing,  the  Trustee may in its  discretion  proceed to protect and
enforce  its rights and rights of the  Holders of  Securities  of such series by
such appropriate  judicial  proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights,  whether for the specific enforcement of
any  covenant or  agreement  in this  Indenture or in aid of the exercise of any
power  granted  herein,  or to enforce any other  proper  remedy.

Section  504. Trustee May File Proofs of Claim.

         In case of any  judicial  proceeding  relative  to the  Company (or any
other obligor upon the Securities),  its property or its creditors,  the Trustee
shall  be  entitled  and  empowered,  by  intervention  in  such  proceeding  or
otherwise,  to take any and all actions authorized under the Trust Indenture Act
in order to have  claims of the  Holders  and the  Trustee  allowed  in any such
proceeding.  In  particular,  the  Trustee  shall be  authorized  to collect and
receive any moneys or other  property  payable or deliverable on any such claims
and to distribute  the same;  and any custodian,  receiver,  assignee,  trustee,
liquidator,  sequestrator  or  other  similar  official  in  any  such  judicial
proceeding  is hereby  authorized  by each  Holder to make such  payments to the
Trustee and, in the event that the Trustee  shall  consent to the making of such
payments  directly to the  Holders,  to pay to the Trustee any amount due it for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee,  its agents and counsel,  and any other  amounts due the Trustee  under
Section 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to  authorize  or consent to or accept or adopt on behalf of any Holder any plan
of  reorganization,   arrangement,   adjustment  or  composition  affecting  the
Securities  or the rights of any Holder  thereof or to authorize  the Trustee to
vote in  respect of the claim of any  Holder in any such  proceeding;  provided,
however,  the Trustee  may vote on behalf of the  Holders for the  election of a
trustee in bankruptcy or similar official and may be a member of a creditors' or
other similar committee.

Section 505. Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this  Indenture or the Securities
may be prosecuted  and enforced by the Trustee  without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by




                                      -37-

the Trustee shall be brought in its own name as trustee of an express trust, and
any  recovery  of  judgment  shall,  after  provision  for  the  payment  of the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its  agents  and  counsel,  be for the  ratable  benefit  of the  Holders of the
Securities  in respect of which such judgment has been  recovered.

Section 506.  Application of Money Collected.

         Subject to Article Thirteen, money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed
by the  Trustee  and,  in case of the  distribution  of such money on account of
principal or any premium or interest,  upon  presentation  of the Securities and
the notation  thereon of the payment if only  partially  paid and upon surrender
thereof if fully paid:

                 FIRST:  To the payment of all amounts due the Trustee under
         Section 607; and

                 SECOND:  To the payment of the amounts  then due and unpaid for
         principal of and any premium and interest on the  Securities in respect
         of which or for the  benefit of which  such  money has been  collected,
         ratably,  without preference or priority of any kind,  according to the
         amounts  due and  payable  on such  Securities  for  principal  and any
         premium and interest, respectively.

Section 507. Limitation on Suits.

         No  Holder  of any  Security  of any  series  shall  have any  right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the  appointment  of a  receiver  or  trustee,  or for any  other  remedy
hereunder, unless

                  (1) such Holder has  previously  given  written  notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

                  (2) the  Holders of not less than 25% in  principal  amount of
         the  Outstanding  Securities  of that  series  shall have made  written
         request to the  Trustee  to  institute  proceedings  in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3)  such  Holder  or  Holders  have  offered  to the  Trustee
         reasonable indemnity against the costs,  expenses and liabilities to be
         incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such  notice,
         request  and  offer of  indemnity  has  failed  to  institute  any such
         proceeding; and




                                      -38-

                  (5) no direction  inconsistent  with such written  request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in  principal  amount of the  Outstanding  Securities  of that
         series;

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture to affect,  disturb or  prejudice  the rights of any other of
such Holders,  or to obtain or to seek to obtain priority or preference over any
other of such  Holders or to enforce any right under this  Indenture,  except in
the manner herein  provided and for the equal and ratable benefit of all of such
Holders.

Section 508. Unconditional Right of Holders to Receive Principal, Premium
             and Interest.

         Notwithstanding  any other provision in this  Indenture,  the Holder of
any  Security  shall have the right,  which is absolute  and  unconditional,  to
receive payment of the principal of and any premium and (subject to Section 307)
any interest on such Security on the Stated Maturity or Maturities  expressed in
such Security (or, in the case of  redemption,  on the  Redemption  Date) and to
institute suit for the  enforcement  of any such payment,  and such rights shall
not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

         If the Trustee or any Holder has  instituted  any proceeding to enforce
any  right  or  remedy  under  this  Indenture  and  such  proceeding  has  been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every  such  case,  subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored  severally and respectively to their former positions  hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such  proceeding  had been  instituted.

Section 510.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated,  destroyed,  lost or stolen  Securities  in the last  paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy,  and
every right and remedy shall, to the extent  permitted by law, be cumulative and
in addition to every other right and remedy given  hereunder or now or hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.





                                      -39-

Section 511. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any  Securities
to exercise any right or remedy  accruing upon any Event of Default shall impair
any such right or remedy or  constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and remedy given by this Article or by law
to the  Trustee or to the  Holders may be  exercised  from time to time,  and as
often as may be deemed expedient,  by the Trustee or by the Holders, as the case
may be.

Section 512. Control by Holders.

         The  Holders  of a  majority  in  principal  amount of the  Outstanding
Securities  of any series  shall  have the right to direct the time,  method and
place of conducting any proceeding for any remedy  available to the Trustee,  or
exercising  any trust or power  conferred  on the  Trustee,  with respect to the
Securities of such series, provided that

                 (1)      such direction shall not be in conflict with any rule
                          of law or with this Indenture, and

                 (2)      the Trustee may take any other action deemed proper by
                          the  Trustee  which  is  not  inconsistent  with  such
                          direction.

Section 513. Waiver of Past Defaults.

         The  Holders of not less than a  majority  in  principal  amount of the
Outstanding  Securities  of any series  may on behalf of the  Holders of all the
Securities of such series waive any past default  hereunder with respect to such
series and its consequences except a default

                 (1)      in the payment of the principal of or any premium or
                          interest on any Security of such series, or

                 (2)      in respect of a covenant  or  provision  hereof  which
                          under  Article Nine cannot be modified or amended with
                          out the  consent  of the  Holder  of each  Outstanding
                          security of such series affected.

                 Upon any such waiver,  such default  shall cease to exist,  and
any Event of Default arising  therefrom shall be deemed to have been cured,  for
every  purpose  of  this  Indenture;  but no such  waiver  shall  extend  to any
subsequent or other default or impair any right consequent thereon.


                                      -40-

Section 514. Undertaking for Costs.

         In any suit for the  enforcement  of any  right or  remedy  under  this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an  undertaking to pay the costs of such suit, and may assess costs against
any such party  litigant,  in the manner and to the extent provided in the Trust
Indenture  Act;  provided that neither this Section nor the Trust  Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 515. Waiver of Stay or Extension Laws.

         The Company  covenants  (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time  hereafter  in force,  which may affect the  covenants or the
performance  of this  Indenture;  and the  Company  (to the  extent  that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and  covenants  that it will not hinder,  delay or impede the  execution  of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                  The Trustee

Section 601. Certain Duties and Responsibilities.

         The duties and  responsibilities of the Trustee shall be as provided by
the Trust  Indenture Act.  Notwithstanding  the foregoing,  no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers,  if it shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the provisions of this Section.

Section 602. Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee  shall give the Holders of  Securities of such series notice of such
default as and to the extent  provided  by the Trust  Indenture  Act;  provided,
however, that in the case of any




                                      -41-

default of the character  specified in Section 501(d) with respect to Securities
of such series,  no such notice to Holders shall be given until at least 30 days
after  the  occurrence  thereof.  For the  purpose  of this  Section,  the  term
"default"  means  any event  which is, or after  notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

Section 603.     Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                 (a) the  Trustee may rely and shall be  protected  in acting or
         refraining  from acting upon any  resolution,  certificate,  statement,
         instrument,  opinion,  report,  notice,  request,  direction,  consent,
         order, bond,  debenture,  note, other evidence of indebtedness or other
         paper or document  believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                 (b) any request or  direction of the Company  mentioned  herein
         shall be  sufficiently  evidenced by a Company Request or Company Order
         and any  resolution  of the  Board  of  Directors  may be  sufficiently
         evidenced by a Board Resolution;

                 (c)  whenever  in the  administration  of  this  Indenture  the
         Trustee shall deem it desirable  that a matter be proved or established
         prior to  taking,  suffering  or  omitting  any action  hereunder,  the
         Trustee (unless other evidence be herein specifically  prescribed) may,
         in the  absence  of bad  faith  on its  part,  rely  upon an  Officers'
         Certificate,  except that in the case of any such Officers' Certificate
         which by any provision hereof is specifically  required to be furnished
         to the Trustee,  the Trustee  shall be under a duty to examine the same
         to  determine  whether or not it conforms to the  requirements  of this
         Indenture;

                 (d) the Trustee may consult with counsel and the written advice
         of such  counsel or any Opinion of Counsel  shall be full and  complete
         authorization  and protection in respect of any action taken,  suffered
         or  omitted by it  hereunder  in good  faith and in  reliance  thereon,
         except  that in the case of any such  Opinion of  Counsel  which by any
         provision  hereof  is  specifically  required  to be  furnished  to the
         Trustee,  the  Trustee  shall  be under a duty to  examine  the same to
         determine  whether  or not it  conforms  to the  requirements  of  this
         Indenture;

                 (e) the Trustee shall be under no obligation to exercise any of
         the rights or powers  vested in it by this  Indenture at the request or
         direction of any of the Holders pursuant to this Indenture, unless such
         Holders  shall  have  offered to the  Trustee  reasonable  security  or
         indemnity  against the costs,  expenses and liabilities  which might be
         incurred by it in compliance with such request or direction;





                                      -42-

                 (f) the  Trustee  shall not be bound to make any  investigation
         into the  facts  or  matters  stated  in any  resolution,  certificate,
         statement,  instrument,  opinion,  report, notice, request,  direction,
         consent,  order, bond, debenture,  note, other evidence of indebtedness
         or other paper or document,  but the Trustee,  in its  discretion,  may
         make such further inquiry or  investigation  into such facts or matters
         as it may see fit,  and, if the Trustee  shall  determine  to make such
         further inquiry or  investigation,  it shall be entitled to examine the
         books,  records and premises of the Company,  personally or by agent or
         attorney; and

                 (g)  the  Trustee  may  execute  any of the  trusts  or  powers
         hereunder  or perform  any duties  hereunder  either  directly or by or
         through  agents or attorneys and the Trustee  shall not be  responsible
         for any  misconduct  or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

Section 604. Not Responsible for Recitals or Issuance of Securities.

         The  recitals  contained  herein  and in  the  Securities,  except  the
Trustee's  certificates of  authentication,  shall be taken as the statements of
the  Company,   and  the  Trustee  or  any   Authenticating   Agent  assumes  no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.  The Trustee
or any Authenticating  Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

Section 605. May Hold Securities.

         The Trustee,  any Authenticating  Agent, any Paying Agent, any Security
Registrar  or any other agent of the  Company,  in its  individual  or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may  otherwise  deal with the Company with the same rights it would
have if it were  not  Trustee,  Authenticating  Agent,  Paying  Agent,  Security
Registrar or such other agent.

Section 606. Money Held in Trust.

         Money held by the  Trustee in trust  hereunder  need not be  segregated
from other  funds  except to the extent  required by law.  The Trustee  shall be
under no liability for interest on any money received by it hereunder  except as
otherwise agreed with the Company.




                                      -43-

Section 607. Compensation and Reimbursement.

         The Company agrees

                 (1)  to pay  to  the  Trustee  from  time  to  time  reasonable
         compensation   for  all  services   rendered  by  it  hereunder  (which
         compensation  shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                 (2) except as otherwise expressly provided herein, to reimburse
         the Trustee upon its request for all reasonable expenses, disbursements
         and  advances  incurred or made by the Trustee in  accordance  with any
         provision of this Indenture (including the reasonable  compensation and
         the expenses and  disbursements of its agents and counsel),  except any
         such expense,  disbursement  or advance as may be  attributable  to its
         negligence or bad faith; and

                 (3) to  indemnify  the  Trustee  for,  and to hold it  harmless
         against,  any loss, liability or expense incurred without negligence or
         bad  faith  on its  part,  arising  out of or in  connection  with  the
         acceptance  or   administration  of  the  trust  or  trusts  hereunder,
         including the costs and expenses of defending  itself against any claim
         or liability in connection  with the exercise or  performance of any of
         its powers or duties hereunder.

Section 608. Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the  provisions  of, the Trust  Indenture Act and this  Indenture.

Section 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible  pursuant to the Trust  Indenture  Act to act as such and has a
combined  capital and surplus of at least  $50,000,000  and its Corporate  Trust
Office in the United States or any State or Territory thereof or the District of
Columbia  and  subject  to  supervision  or  examination  by  Federal  or  State
authority.  If such Person  publishes  reports of condition  at least  annually,
pursuant  to  law  or to the  requirements  of  said  supervising  or  examining
authority,  then for the  purposes of this  Section,  the  combined  capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent  report of condition so  published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section,  it  shall  resign  immediately  in the  manner  and  with  the  effect
hereinafter specified in this Article.




                                      -44-

Section 610. Resignation and Removal; Appointment of Successor.

         (a) No  resignation  or removal of the Trustee and no  appointment of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 611.

         (b) The Trustee may resign at any time with  respect to the  Securities
of one or more series by giving written  notice  thereof to the Company.  If the
instrument of acceptance  by a successor  Trustee  required by Section 611 shall
not have been  delivered to the Trustee  within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.

         (c)  The  Trustee  may be  removed  at any  time  with  respect  to the
Securities of any series by Act of the Holders of a majority in principal amount
of the  Outstanding  Securities of such series,  delivered to the Trustee and to
the Company.

         (d) If at any time:

                 (1) the  Trustee  shall fail to comply  with  Section 608 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or
                 (2) the Trustee  shall cease to be eligible  under  Section 609
         and shall fail to resign after written request  therefor by the Company
         or by any such Holder, or

                 (3) the Trustee  shall  become  incapable of acting or shall be
         adjudged as being bankrupt or insolvent or a receiver of the Trustee or
         of its property  shall be appointed  or any public  officer  shall take
         charge or control of the Trustee or of its  property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

then,  in any such case (i) the  Company  by a Board  Resolution  may remove the
Trustee  with  respect to all  Securities,  or (ii)  subject to Section 514, any
Holder  who has been a bona fide  Holder of a  Security  for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the removal of the Trustee  with respect to all
Securities and the appointment of a successor Trustee or Trustees.

         (e) If the Trustee  shall  resign,  be removed or become  incapable  of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect  to the  Securities  of one or  more  series,  the  Company,  by a Board
Resolution, shall promptly




                                      -45-

appoint a successor  Trustee or Trustees with respect to the  Securities of that
or those  series (it being  understood  that any such  successor  Trustee may be
appointed  with respect to the  Securities  of one or more or all of such series
and  that at any  time  there  shall be only one  Trustee  with  respect  to the
Securities  of any  particular  series)  and shall  comply  with the  applicable
requirements of Section 611. If, within one year after such resignation, removal
or  incapability,  or the occurrence of such vacancy,  a successor  Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal  amount of the Outstanding  Securities of such series
delivered  to the Company and the retiring  Trustee,  the  successor  Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable  requirements of Section 611,  become the successor  Trustee
with respect to the  Securities of such series and to that extent  supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders and accepted  appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent  jurisdiction for the appointment of a successor  Trustee
with respect to the Securities of such series.

         (f) The Company shall give notice of each  resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a  successor  Trustee  with  respect to the  Securities  of any series to all
Holders of Securities of such series in the manner provided in Section 106. Each
notice  shall  include the name of the  successor  Trustee  with  respect to the
Securities of such series and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor.

         (a) In case of the  appointment  hereunder of a successor  Trustee with
respect to all Securities,  every successor  Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting  such  appointment,  and thereupon the  resignation  or removal of the
retiring Trustee shall become effective and such successor Trustee,  without any
further  act,  deed or  conveyance,  shall  become  vested  with all the rights,
powers,  trusts and duties of the retiring  Trustee;  but, on the request of the
Company or the successor  Trustee,  such retiring Trustee shall, upon payment of
its charges,  execute and deliver an instrument  transferring  to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign,  transfer and deliver to such  successor  Trustee all property and money
held by such retiring Trustee hereunder.

         (b) In case of the  appointment  hereunder of a successor  Trustee with
respect to the Securities of one of more (but not all) series, the Company,  the
retiring Trustee




                                      -46-

and each successor  Trustee with respect to the Securities of one or more series
shall  execute  and  deliver  an  indenture  supplemental  hereto  wherein  each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor  Trustee relates,  (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed  necessary or desirable to confirm that all the rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring  Trustee is not retiring shall continue
to be vested in the retiring Trustee,  and (3) shall add to or change any of the
provisions of this  Indenture as shall be necessary to provide for or facilitate
the  administration  of the trusts hereunder by more than one Trustee,  it being
understood  that  nothing  herein  or  in  such  supplemental   indenture  shall
constitute  such  Trustees  co-trustees  of the same  trust  and that  each such
Trustee shall be trustee of a trust or trusts hereunder  separate and apart from
any trust or trusts hereunder  administered by any other such Trustee;  and upon
the execution and delivery of such  supplemental  indenture the  resignation  or
removal of the retiring  Trustee shall become  effective to the extent  provided
therein  and each such  successor  Trustee,  without any  further  act,  deed or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the retiring  Trustee with respect to the  Securities of that or those series
to which the appointment of such successor  Trustee relates;  but, on request of
the Company or any successor  Trustee,  such retiring Trustee shall duly assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee  hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

         (c) Upon  request of any such  successor  Trustee,  the  Company  shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

         (d) No successor  Trustee  shall accept its  appointment  unless at the
time of such acceptance  such successor  Trustee shall be qualified and eligible
under this Article.

Section 612. Merger, Conversion, Consolidation or Succession to Business.

         Any  corporation  into which the Trustee may be merged or  converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to all or substantially all the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  provided such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered




                                      -47-

by  the  Trustee  then  in  office,  any  successor  by  merger,  conversion  or
consolidation to such  authenticating  Trustee may adopt such authentication and
deliver  the  Securities  so  authenticated  with  the  same  effect  as if such
successor Trustee had itself authenticated such Securities.

Section 613. Preferential Collection of Claims Against Company.

         If and when the  Trustee  shall be or become a creditor  of the Company
(or any other obligor upon the Securities),  the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

Section 614. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating  Agent or Agents with respect
to one or more series of  Securities  which shall be authorized to act on behalf
of the Trustee to  authenticate  Securities  of such series issued upon original
issue and upon exchange,  registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if authenticated  by the Trustee  hereunder.  Wherever  reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,  such reference shall be
deemed to include  authentication  and  delivery  on behalf of the Trustee by an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and shall at all times be a corporation  organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent,  having a combined  capital and surplus of not less than  $50,000,000 and
subject to supervision or  examination  by Federal or State  authority.  If such
Authenticating Agent publishes reports of condition at least annually,  pursuant
to law or to the requirements of said supervising or examining  authority,  then
for the  purposes  of this  Section,  the  combined  capital and surplus of such
Authenticating  Agent shall be deemed to be its combined  capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  such Authenticating  Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any  corporation  into which an  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating Agent, provided such




                                      -48-

corporation  shall  be  otherwise  eligible  under  this  Section,  without  the
execution  or filing of any paper or any  further act on the part of the Trustee
or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent which shall be acceptable to the Company and shall mail written  notice of
such  appointment  by first-  class  mail,  postage  prepaid,  to all Holders of
Securities  of the series with respect to which such  Authenticating  Agent will
serve,  as their  names and  addresses  appear  in the  Security  Register.  Any
successor  Authenticating  Agent upon  acceptance of its  appointment  hereunder
shall become  vested with all the rights,  powers and duties of its  predecessor
hereunder,  with like effect as if originally named as an Authenticating  Agent.
No successor  Authenticating  Agent shall be appointed unless eligible under the
provisions of this Section.

         The  Trustee  agrees to pay to each  Authenticating  Agent from time to
time  reasonable  compensation  for its  services  under this  Section,  and the
Trustee shall be entitled to be  reimbursed  for such  payments,  subject to the
provisions of Section 607.

         If an  appointment  with respect to one or more series is made pursuant
to this Section,  the  Securities of such series may have endorsed  thereon,  in
addition  to  the  Trustee's  certificate  of  authentication,   an  alternative
certificate of authentication in the following form:

                 This is one of the Securities of the series designated  therein
referred to in the within-mentioned Indenture.

                                                  THE BANK OF NEW YORK


                                                  -----------------------------,
                                                                 As Trustee

                                                  By:
                                                     --------------------------
                                                       As Authenticating Agent

                                                  By:
                                                     --------------------------



                                      -49-

                                                            Authorized Officer

                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:

                 (a)  semi-annually,  not later then June 30 and  December 31 in
         each year,  a list for each series of  Securities,  in such form as the
         Trustee  may  reasonably  require,  of the names and  addresses  of the
         Holders of  Securities  of such series as of the  preceding  June 15 or
         December 15, and

                 (b) at such other  times as the Trustee may request in writing,
         within 15 days after the receipt by the Company of any such request,  a
         list of  similar  form and  content  as of a date not more than 10 days
         prior to the time such list is furnished;

excluding from any such list names and addresses  received by the Trustee in its
capacity as Security Registrar, if it is acting as such.

Section 702. Preservation of Information; Communications to Holders.

         (a) The Trustee shall  preserve,  in as current a form as is reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the  Trustee as  provided  in Section  701 and the names and
addresses  of Holders  received  by the  Trustee  in its  capacity  as  Security
Registrar,  if it is acting as such.  The Trustee may destroy any list furnished
to it as provided in Section 701 upon receipt of a new list so furnished.

         (b) The rights of the Holders to  communicate  with other  Holders with
respect to their rights under this  Indenture or under the  Securities,  and the
corresponding rights and privileges of the Trustee,  shall be as provided by the
Trust Indenture Act.

         (c) Every  Holder of  Securities,  by  receiving  and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any  agent of  either  of them  shall be held  accountable  by reason of any
disclosure of  information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703. Reports by Trustee.




                                      -50-

         (a) The Trustee shall  transmit to Holders such reports  concerning the
Trustee and its actions under this Indenture as may be required  pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. To
the extent  that any such report is  required  by the Trust  Indenture  Act with
respect to any 12-month  period,  such report  shall cover the  12-month  period
ending May 15 and shall be transmitted by the next succeeding July 15.

         (b) A copy of each such report shall, at the time of such  transmission
to Holders,  be filed by the  Trustee  with each stock  exchange  upon which any
Securities are listed,  with the  Commission  and with the Company.  The Company
will notify the Trustee when any Securities are listed on any stock exchange.

Section 704. Reports by Company.

         The  Company  shall  file  with the  Trustee  and the  Commission,  and
transmit to Holders,  such  information,  documents and other reports,  and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner  provided  pursuant to such Act;  provided that any such
information,  documents  or reports  required  to be filed  with the  Commission
pursuant  to  Section  13 or 15(d) of the  Exchange  Act shall be filed with the
Trustee  within  15 days  after  the same is so  required  to be filed  with the
Commission.

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801. Company may Consolidate, Etc., Only on Certain Terms.

         Nothing  contained in this Indenture or in any of the Securities  shall
prevent  any  consolidation  or  merger  of the  Company  with or into any other
Person,  or  successive  consolidations  or mergers in which the  Company or its
successor  or  successors  shall be a party or  parties,  or shall  prevent  any
conveyance,  transfer  or lease of the  properties  and  assets  of the  Company
substantially  as an  entirety  to any other  Person  authorized  to acquire and
operate  the same  (with each of the  foregoing  transactions  referred  to as a
"Company  Sale")  provided,   however,  (i)  that  the  Person  formed  by  such
consolidation  or into which the Company is merged or the Person which  acquires
by conveyance or transfer,  or which leases,  the  properties  and assets of the
Company  substantially  as an  entirety  (the  "Successor  Company")  shall be a
corporation,  shall be  organized  and  validly  existing  under the laws of the
United States of America,  any State thereof or the District of Columbia,  (ii),
the Company  hereby  covenants and agrees that, as a condition  precedent to any
such consolidation,  merger, sale or conveyance, the due and punctual payment of
the principal of




                                      -51-

(and premium, if any) and interest, if any, on all of the Securities,  according
to their tenor,  and the due and punctual  performance  and observance of all of
the  covenants and  conditions of this  Indenture to be performed by the Company
shall be expressly assumed by supplemental indenture satisfactory in form to the
Trustee,  executed and delivered to the Trustee,  by the  Successor  Company and
(iii) the  Company  shall not be  permitted  to effect any  Company  Sale if the
completion  of such  Company  Sale would  create an Event of Default or an event
under this Indenture which,  with the passage of time or the giving of notice or
both, would become an Event of Default.


Section 802. Successor Corporation to Be Substituted.

         In case of any such Company Sale, such Successor  Company shall succeed
to and be  substituted  for the Company,  with the same effect as if it had been
named herein as the Company.  Such Successor  Company  thereupon may cause to be
signed,  and may issue either in its own name or in the name of Raytheon Company
or in the name of any corporation which previously shall have become the Company
in accordance  with the  provisions of this Article any or all of the Securities
issuable hereunder,  which theretofore shall not have been signed by the Company
and  delivered to the Trustee;  and,  upon the order of such  Successor  Company
instead of the Company and subject to all the terms,  conditions and limitations
in this Indenture prescribed,  the Trustee shall authenticate and shall deliver,
any  Securities  which  previously  shall have been signed and  delivered by the
officers of the Company to the Trustee for  authentication,  and any  Securities
which such Successor  Company  thereafter shall cause to be signed and delivered
to the Trustee for that purpose. All of the Securities of a particular series so
issued  shall in all  respects  have the same legal rank and benefit  under this
Indenture as the Securities of such series  theretofore or thereafter  issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date or the execution hereof.

         Nothing  contained in this Indenture or in any of the Securities  shall
prevent the Company  from  merging  into itself any other Person or acquiring by
purchase or otherwise all or any part of the property of any other Person.

Section 803. Opinion of Counsel to Be Given Trustee.

         The Trustee, subject to Sections 601 and 603, may receive an Opinion of
Counsel as conclusive  evidence  that any such  consolidation,  merger,  sale or
conveyance and any such assumption complies with the provisions of this Article.




                                      -52-

                                  ARTICLE NINE

                            Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders,  the Company,  when authorized by a
Board Resolution,  and the Trustee, at any time and from time to time, may enter
into one or more indentures  supplemental  hereto,  in form  satisfactory to the
Trustee, for any of the following purposes:

                  (1) to  evidence  the  succession  of  another  Person  to the
         Company and the  assumption  by any such  successor of the covenants of
         the Company herein and in the Securities; or

                  (2) to add to the  covenants of the Company for the benefit of
         the Holders of all or any series of Securities  (and if such  covenants
         are to be for the  benefit  of less  than  all  series  of  Securities,
         stating that such covenants are expressly being included solely for the
         benefit  of such  series)  or to  surrender  any right or power  herein
         conferred upon the Company; or

                  (3) to add any additional Events of Default; or

                  (4)  to add  to or  change  any  of  the  provisions  of  this
         Indenture to such extent as shall be necessary to permit or  facilitate
         the  issuance  of  Securities  in  bearer  form,   registrable  or  not
         registrable as to principal,  and with or without interest coupons,  or
         to permit or facilitate  the issuance of  Securities in  uncertificated
         form; or

                  (5) to add to,  change or eliminate  any of the  provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such  addition,  change or  elimination  (i) shall neither (A)
         apply to any Security of any series  created  prior to the execution of
         such  supplemental  indenture  and  entitled  to the  benefit  of  such
         provision  nor (B) modify the rights of the Holder of any such Security
         with respect to such provision or (ii) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or





                                      -53-

                  (8) to establish the terms upon which the Securities of one or
         more series may be convertible  into, or  exchangeable  for,  shares of
         common stock or preferred stock or other securities of the Company; or

                  (9) to evidence and provide for the  acceptance of appointment
         hereunder by a successor  Trustee with respect to the Securities of one
         or more  series and to add to or change any of the  provisions  of this
         Indenture  as shall be  necessary  to  provide  for or  facilitate  the
         administration  of the  trusts  hereunder  by more  than  one  Trustee,
         pursuant to the requirements of Section 611(b); or

                  (10) to cure any  ambiguity,  to  correct  or  supplement  any
         provision  herein which may be  inconsistent  with any other  provision
         herein,  or to make any other  provisions  with  respect  to matters or
         questions  arising  under this  Indenture,  provided  that such  action
         pursuant to this clause (10) shall not  adversely  affect the interests
         of the Holders of Securities of any series in any material respect.

Section 902. Supplemental Indentures with Consent of Holders.

         With  the  consent  of the  Holders  of not  less  than a  majority  in
principal  amount of the  Outstanding  Securities of all series affected by such
supplemental  indenture  (voting  as a  single  class),  by Act of said  Holders
delivered to the Company and the  Trustee,  the Company,  when  authorized  by a
Board  Resolution,  and the Trustee may enter into an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying  in any manner the rights of the  Holders of  Securities  of each such
series  under  this  Indenture;  provided,  however  that no  such  supplemental
indenture shall,  without the consent of the Holder of each Outstanding Security
affected thereby,

                 (1) change  the Stated  Maturity  of the  principal  of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable  upon the  redemption  thereof,  or  reduce  the  amount of the
         principal of an Original Issue Discount  Security that would be due and
         payable upon a  declaration  of  acceleration  of the Maturity  thereof
         pursuant to Section 502, or change any Place of Payment  where,  or the
         coin or  currency  in which,  any  Security  or any premium or interest
         thereon  is  payable  or  impair  the right to  institute  suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of  redemption,  on or after the  Redemption  Date) or
         modify  the   provisions  of  this   Indenture   with  respect  to  the
         subordination  of the  Securities of any series in a manner  adverse to
         the Holders, or




                                      -54-

                 (2)  reduce  the   percentage   in  principal   amount  of  the
         Outstanding  Securities of any series,  the consent of whose Holders is
         required for any such supplemental  indenture,  or the consent of whose
         Holders  is  required  for  any  waiver  (of  compliance  with  certain
         provisions of this  Indenture or certain  defaults  hereunder and their
         consequences) provided for in this Indenture, or

                 (3) modify  any of the  provisions  of this  Section or Section
         513,  except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the  consent  of the  Holder  of  each  Outstanding  Security  affected
         thereby,  provided,  however,  that this Clause  shall not be deemed to
         require  the  consent  of any  Holder  with  respect  to changes in the
         references to "the Trustee" and concomitant changes in this Section, or
         the deletion of this proviso,  in accordance  with the  requirements of
         Sections 611(b) and 901(9).

A  supplemental  indenture  which  changes or  eliminates  any covenant or other
provision of this  Indenture  which has expressly  been included  solely for the
benefit of one or more  particular  series of Securities,  or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other  provision,  shall be  deemed  not to  affect  the  rights  under  this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary  for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be  sufficient if such Act shall  approve the  substance  thereof.

Section 903. Execution of Supplemental Indentures.

         In  executing,  or  accepting  the  additional  trusts  created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  601) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but shall not be
obligated  to,  enter into any such  supplemental  indenture  which  affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

         Upon the execution of any  supplemental  indenture  under this Article,
this Indenture shall be modified in accordance therewith,  and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities  theretofore or thereafter  authenticated and delivered  hereunder
shall be bound thereby.





                                      -55-

Section 905. Conformity with Trust Indenture Act.

         Every  supplemental  indenture  executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 906. Reference in Securities to Supplemental Indentures.

         Securities  of  any  series   authenticated  and  delivered  after  the
execution of any supplemental  indenture pursuant to this Article may, and shall
if required by the Trustee,  bear a notation in form  approved by the Trustee as
to any matter provided for in such supplemental  indenture. If the Company shall
so determine,  new  Securities  of any series so modified as to conform,  in the
opinion of the Trustee and the Company,  to any such supplemental  indenture may
be prepared and executed by the Company and  authenticated  and delivered by the
Trustee in exchange for  outstanding  Securities  of such  series.

Section 907. Subordination Unimpaired.

         No provision in any  supplemental  indenture  that affects the superior
position  of the  holders  of Senior  Indebtedness  shall be  effective  against
holders of Senior Indebtedness.


                                  ARTICLE TEN

                                   Covenants

Section 1001. Payment of Principal, Premium and Interest.

         The  Company  covenants  and agrees for the  benefit of each  series of
Securities  that it  will  duly  and  punctually  pay or  cause  to be paid  the
principal  of and any premium and interest on the  Securities  of that series in
accordance  with the terms of the  Securities  and this  Indenture.  Interest on
Securities shall be payable without presentment of such Securities,  and only to
the  registered  Holders  thereof  determined  as provided in Section  307.  The
Company shall have the right to require a Holder, in connection with the payment
of the  principal of and any premium and  interest on a Security,  to present at
the office or agency of the Company at which such payment is made a certificate,
in such form as the  Company  may from  time to time  prescribe,  to enable  the
Company  to  determine  its duties and  liabilities  with  respect to any taxes,
assessments  or  governmental  charges  which it may be  required  to  deduct or
withhold  therefrom  under any  present or future  law of the  United  States of
America or of any State, County, municipality or taxing or withholding authority
therein,  and the  Company  shall  be  entitled  to  determine  its  duties  and
liabilities  with  respect  to such  deduction  or  withholding  on the basis of
information contained in such certificate or,





                                      -56-

if no such  certificate  shall be so presented,  on the basis of any presumption
created by any such law,  and shall be entitled to act in  accordance  with such
determination.

Section 1002. Maintenance of Office or Agency.

         So long as any Securities remain outstanding, the Company will maintain
in each Place of Payment for any series of  Securities an office or agency where
Securities  of that series may be presented or  surrendered  for payment,  where
Securities of that series may be  surrendered  for  registration  of transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Securities  of that series and this  Indenture  may be served.  The Company will
give prompt written notice to the Trustee of the location, and any change in the
location,  of such office or agency.  If at any time the  Company  shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof,  such presentations,  surrenders,  notices and demands
may be made or served at the  Corporate  Trust  Office of the  Trustee,  and the
Company  hereby   appoints  the  Trustee  as  its  agent  to  receive  all  such
presentations, surrenders, notices and demands.

         The  Company  may also from time to time  designate  one or more  other
offices or agencies  where the Securities of one or more series may be presented
or  surrendered  for any or all such  purposes and may from time to time rescind
such  designations;  provided,  however,  that no such designation or rescission
shall in any manner  relieve the Company of its obligation to maintain an office
or agency  in each  Place of  Payment  for  Securities  of any  series  for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation  or  rescission  and of any change in the location of any such other
office or agency.

Section 1003. Vacancy in the Office of Trustee.

         The  Company,  whenever  necessary  to avoid or fill a  vacancy  in the
office of  Trustee,  will  appoint,  in the manner  provided  in Article  Six, a
Trustee, so that there shall at all times be a Trustee hereunder.

Section 1004. Money for Securities Payments to Be Held in Trust.

         If the  Company  shall  at any time act as its own  Paying  Agent  with
respect to any series of Securities,  it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate  and hold in trust for the benefit of the Persons  entitled  thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided  and will  promptly  notify the  Trustee of its action or failure so to
act.




                                      -57-

         Whenever  the  Company  shall  have one or more  Paying  Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any  Securities  of that  series,  deposit  with a Paying
Agent a sum  sufficient  to pay such amount,  such sum to be held as provided by
the Trust  Indenture  Act and (unless  such  Paying  Agent is the  Trustee)  the
Company will promptly notify the Trustee of its action or failure so to act.

         The Company will cause each Paying  Agent for any series of  Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section,  that such Paying Agent will (i) comply with the  provisions of
the Trust  Indenture Act  applicable to it as a Paying Agent and (ii) during the
continuance  of any  default  by the  Company  (or any  other  obligor  upon the
Securities  of that  series)  in the  making of any  payment  in  respect of the
Securities  of that  series,  and  upon  the  written  request  of the  Trustee,
forthwith  pay to the Trustee  all sums held in trust by such  Paying  Agent for
payment in respect of the Securities of that series.

         The  Company  may at  any  time,  for  the  purpose  of  obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying  Agent,  such sums to be held by the Trustee
upon the same  trusts as those upon which such sums were held by the  Company or
such Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further  liability  with respect to
such money.

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the  principal of or any premium or
interest on any  Security of any series and  remaining  unclaimed  for two years
after such  principal,  premium or interest has become due and payable  shall be
paid to the Company on Company  Request,  or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor,  look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money,  and all  liability of the Company as trustee  thereof,  shall  thereupon
cease;  provided,  however,  that the Trustee or such Paying Agent, before being
required to make any such repayment,  may at the expense of the Company cause to
be published once, in a newspaper published in the English language  customarily
published  on each  Business  Day and of general  circulation  in the Borough of
Manhattan,  The City of New York,  notice that such money remains  unclaimed and
that, after a date specified therein,  which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.



                             -58-

Section 1005.  Liens.

         Except as  hereinafter  provided in this Section  1005,  so long as the
Securities  of any series are  Outstanding,  the Company  will not, and will not
permit any Significant  Subsidiary to, create,  incur, assume or permit to exist
any Lien on any property or assets  (including  stock or other securities of any
person, including any Significant Subsidiary) now owned or hereafter acquired by
it or on any income or  revenues  or rights in respect of any  thereof,  without
making effective provision,  and the Company convenants that in any such case it
will make, or cause the  applicable  Significant  Subsidiary to make,  effective
provision,  whereby the Securities of any series then or thereafter  Outstanding
shall be  secured  by such  Lien  equally  and  ratably  with any and all  other
obligations  and  indebtedness  thereby  secured,  so  long  as any  such  other
obligations and indebtedness shall be so secured.

         Nothing in this  Section 1005 shall be construed to prevent the Company
or any Significant Subsidiary from creating,  incurring,  assuming or permitting
to exist any Lien of the following character,  to all of which the provisions of
the first paragraph of this Section 1005 shall not be applicable:

         (a) Liens on property  or assets of the  Company  and its  Subsidiaries
existing on the date  hereof,  provided  that such Liens shall secure only those
obligations which they secure as of the date hereof;

         (b) any Lien existing on any property or asset prior to the acquisition
thereof by the  Company or any  Subsidiary,  provided  that (i) such Lien is not
created in contemplation of or in connection with such acquisition and (ii) such
Lien does not  apply to any other  property  or  assets  of the  Company  or any
Subsidiary;

         (c) Liens for  taxes not yet due or which are being  contested  in good
faith by appropriate proceedings and with respect to which adequate reserves, to
the extent required by GAAP, have been set aside;

         (d) carriers', warehousemen's,  mechanics', materialsmen's, repairmen's
or other like Liens  arising in the  ordinary  course of business  and  securing
obligations  that are not due and payable or which are being  contested  in good
faith by appropriate proceedings and with respect to which adequate reserves, to
the extent required by GAAP, have been set aside;

         (e) pledges and  deposits  made in the  ordinary  course of business in
compliance with workmen's compensation,  unemployment insurance and other social
security laws or regulations;

         (f) deposits to secure the performance of bids,  trade contracts (other
than  for   Indebtedness),   leases  (other  than  capital  leases),   statutory
obligations, surety and appeal





                                      -59-

bonds, advance payment bonds,  performance bonds and other obligations of a like
nature incurred in the ordinary course of business;

         (g) zoning restrictions, easements, rights-of-way,  restrictions on use
of real property and other similar encumbrances  incurred in the ordinary course
of business  which,  in the aggregate,  are not substantial in amount and do not
materially  detract from the value of the property  subject thereto or interfere
with  the  ordinary  conduct  of  the  business  of  the  Company  or any of its
Subsidiaries;

         (h) Liens upon any property  acquired,  constructed  or improved by the
Company or any Subsidiary  which are created or incurred within 360 days of such
acquisition, construction or improvement to secure or provide for the payment of
any part of the purchase price of such property or the cost of such construction
or improvement,  including carrying costs (but no other amounts),  provided that
any such  Lien  shall  not apply to any other  property  of the  Company  or any
Subsidiary;

         (i) Liens on the property or assets of any  Subsidiary  in favor of the
Company;

         (j)  extensions,  renewals  and  replacements  of Liens  referred to in
paragraphs  (a)  through  (i) of this  Section  1005,  provided  that  any  such
extension,  renewal or  replacement  Lien shall be  limited to the  property  or
assets  covered  by  the  Lien  extended,  renewed  or  replaced  and  that  the
obligations secured by any such extension,  renewal or replacement Lien shall be
in an amount not greater than the amount of the obligations  secured by the Lien
extended, renewed or replaced;

         (k) any Lien, of the type  described in clause (iii) of the  definition
of the term "Lien", on securities  imposed pursuant to an agreement entered into
for the sale or disposition of such securities  pending the closing of such sale
or disposition;  provided such sale or disposition is otherwise  permitted under
this Indenture;

         (l) Liens arising in connection with any Permitted  Receivables Program
(to the  extent  the sale by the  Company or the  applicable  Subsidiary  of its
accounts  receivable  is deemed to give rise to a Lien in favor of the purchaser
thereof in such accounts receivable or the proceeds thereof);

         (m) Liens on the capital stock or assets of any Subsidiary  that is not
a Significant Subsidiary; and

         (n)  Liens to  secure  Indebtedness  if,  immediately  after  the grant
thereof,  the aggregate amount of all  Indebtedness  secured by Liens that would
not  be  permitted  but  for  this  clause  (n)  does  not  exceed  15%  of  the
Stockholders' Equity as shown on




                                      -60-

the most recent  consolidated  balance sheet of the Company and the Subsidiaries
filed with the Securities and Exchange Commission pursuant to the Exchange Act.

Section 1006.  Limitation on Sale and Leaseback Transactions.

         So long as the  Securities of any Series are  Outstanding,  the Company
will not,  and will not permit any  Significant  Subsidiary  to,  enter into any
arrangement,  directly or  indirectly,  with any Person whereby it shall sell or
transfer any Principal Property,  whether now owned or hereafter  acquired,  and
thereafter rent back or lease such Principal Property;  provided,  however, that
this  Section 1006 shall not prevent the Company or any  Significant  Subsidiary
from;

         (a) entering into any  transaction not involving a lease with a term of
more than three (3) years;

         (b) entering  into any  transaction  to the extent the Lien on any such
property  subject to such sale and  leaseback  would be permitted  under Section
1005;

         (c) entering  into any  transaction  for the sale and  leaseback of any
property  if such lease is entered  into  within 180 days after the later of the
acquisition,  completion of  construction  or  commencement of operation of such
property; and

         (d) entering into any sale and leaseback  transaction if the Company or
such  Significant  Subsidiary  within 120 days after the  effective  date of the
lease,  applies an amount  equal to the  greater of (i) the net  proceeds of the
sale of the property  leased in such sale and leaseback  transaction or (ii) the
fair market value (as  determined  in good faith by the Board of  Directors)  of
such  property  on any date  within 90 days prior to the  effective  date of the
lease,  to the  retirement  of Funded  Debt of the  Company  or any  Significant
Subsidiary;  provided,  however, that the amount to be applied to the retirement
of Funded Debt of the Company or a Significant Subsidiary shall be reduced by:

                 (1)      the principal amount of any Securities surrendered to
         the Trustee by the Company for cancellation within 120 days after the
         effective date of the lease, and

                 (2) the principal  amount of Funded Debt other than  Securities
         voluntarily  retired by the Company within 120 days after the effective
         date of the lease; and

provided  further  that no  retirement  referred  to in this  clause  (d) may be
effected by payment on the final  maturity  date or  pursuant  to any  mandatory
sinking fund or prepayment provision.





                                      -61-

Section 1007. Statement by Officers as to Default.

         The Company will deliver to the Trustee,  within 120 days after the end
of each fiscal year of the Company  ending after the date  hereof,  an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions  and conditions of this  Indenture  (without  regard to any period of
grace or requirement of notice provided  hereunder) and, if the Company shall be
in default,  specifying  all such defaults and the nature and status  thereof of
which they may have knowledge.

Section 1008. Existence.

         Subject to Article  Eight,  the Company will do or cause to be done all
things  necessary to preserve  and keep in full force and effect its  existence,
rights  (charter  and  statutory)  and  franchises  to  carry  on its  business;
provided,  however,  that  nothing in this  Section  1008 shall  prevent (i) any
consolidation or merger of the Company, or any conveyance,  transfer or lease of
its  property  and assets  substantially  as an  entirety,  permitted by Article
Eight,  or (ii)  the  liquidation  or  dissolution  of the  Company  after  such
conveyance,  transfer or lease of its  property and assets  substantially  as an
entirety permitted by Article Eight.

                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101. Applicability of Article.

         Securities  of any series  which are  redeemable  before  their  Stated
Maturity  shall be  redeemable  in  accordance  with their  terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

Section 1102. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution.  In case of any redemption at the election of the Company
of less than all the Securities of any series,  the Company  shall,  at least 60
days prior to the Redemption  Date fixed by the Company (unless a shorter notice
shall be  satisfactory  to the Trustee),  notify the Trustee of such  Redemption
Date, of the  principal  amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities  prior to the  expiration  of any  restriction  on such
redemption  provided  in the  terms  of such  Securities  or  elsewhere  in this
Indenture, the





                                      -62-

Company  shall  furnish the Trustee  with an  Officers'  Certificate  evidencing
compliance with such restriction.

Section 1103. Selection by Trustee of Securities to Be Redeemed.

         If less than all the  Securities  of any series are to be  redeemed  in
accordance with this Article (unless all of the Securities of such series and of
a specified tenor are to be redeemed),  the particular Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee,  from the Outstanding  Securities of such series not previously  called
for  redemption,  by such method as the Trustee shall deem fair and  appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum  authorized  denomination  for Securities of that series or any integral
multiple  thereof) of the  principal  amount of  Securities  of such series of a
denomination  larger than the minimum authorized  denomination for Securities of
that  series.  If  less  than  all of the  Securities  of such  series  and of a
specified  tenor are to be redeemed,  the  particular  Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee from the  Outstanding  Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

         The  Trustee  shall  promptly  notify  the  Company  in  writing of the
Securities  selected for redemption and, in the case of any Securities  selected
for partial redemption, the principal amount thereof to be redeemed.

         For all  purposes  of this  Indenture,  unless  the  context  otherwise
requires,  all provisions relating to the redemption of Securities shall relate,
in the case of any  Securities  redeemed or to be redeemed  only in part, to the
portion of the principal  amount of such  Securities  which has been or is to be
redeemed.

Section 1104. Notice of Redemption.

         Notice  of  redemption  shall  be given by  first-class  mail,  postage
prepaid,  mailed not less than 30 nor more than 60 days prior to the  Redemption
Date, to each Holder of Securities to be redeemed,  at his address  appearing in
the Security Register.

                 All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and accrued interest, if any,

                  (3) if less than all the Outstanding  Securities of any series
         are to be redeemed,  the  identification  (and,  in the case of partial
         redemption of any





                                      -63-

         Securities, the principal amounts) of the particular securities to be
         redeemed,

                  (4) that on the  Redemption  Date  the  Redemption  Price  and
         accrued  interest,  if any,  will become due and payable upon each such
         Security to be redeemed and, if applicable,  that interest thereon will
         cease to accrue on and after said date,

                  (5) the  place  or  places  where  such  Securities  are to be
         surrendered for payment of the Redemption  Price and accrued  interest,
         if any, and

                  (6) that the  redemption is for a sinking fund, if such is the
         case.

         Notice of  redemption  of  Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's  request,  by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

Section 1105. Deposit of Redemption Price.

         Prior to any  Redemption  Date,  the  Company  shall  deposit  with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as provided  in Section  1004) an amount of
money  sufficient to pay the Redemption  Price of, and (except if the Redemption
Date shall be an Interest  Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid,  the Securities so
to be redeemed  shall,  on the  Redemption  Date,  become due and payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company  shall  default  in the  payment  of the  Redemption  Price and  accrued
interest) such  Securities  shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption  Price,  together with accrued interest
to the Redemption Date; provided,  however,  that, unless otherwise specified as
contemplated  by Section 301,  installments of interest whose Stated Maturity is
on or prior to the  Redemption  Date  shall be  payable  to the  Holders of such
Securities, or one or more Predecessor Securities, required as such at the close
of  business  on the  relevant  Record  Dates  according  to their terms and the
provisions of Section 307.

         If any  Security  called  for  redemption  shall  not be so  paid  upon
surrender  thereof for  redemption,  the principal and any premium shall,  until
paid, bear interest from the Redemption Date at the rate prescribed  therefor in
the Security.





                                      -64-

Section 1107. Securities Redeemed in Part.

         Any Security  which is to be redeemed only in part shall be surrendered
at a Place of Payment  therefor (with, if the Company or the Security  Registrar
so requires,  due  endorsement  by, or a written  instrument of transfer in form
satisfactory  to the Company and the Security  Registrar  duly  executed by, the
Holder  thereof or his attorney  duly  authorized  in writing),  and the Company
shall execute,  and the Security Registrar shall authenticate and deliver to the
Holder of such Security  without service charge, a new Security or Securities of
the same series and of like tenor,  of any authorized  denomination as requested
by such Holder,  in aggregate  principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                                 Sinking Funds

Section 1201. Applicability of Article.

         The  provisions of this Article shall be applicable to any sinking fund
for the  retirement of  Securities of a series except as otherwise  specified as
contemplated by Section 301 for Securities of such series.

         The minimum  amount of any sinking  fund  payment  provided  for by the
terms of Securities of any series is herein referred to as a "mandatory  sinking
fund payment",  and any payment in excess of such minimum amount provided for by
the terms of  Securities  of any series is herein  referred  to as an  "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  1202.  Each sinking  fund  payment  shall be applied to the
redemption  of  Securities  of any  series  as  provided  for by  the  terms  of
Securities of such series.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver  Outstanding  Securities of a series (other
than  any  previously  called  for  redemption)  and (2) may  apply  as a credit
Securities  of a series which have been  redeemed  either at the election of the
Company  pursuant to the terms of such  Securities or through the application of
permitted  optional  sinking  fund  payments  pursuant  to  the  terms  of  such
Securities,  in each case in satisfaction of all or any part of any sinking fund
payment  with  respect to the  Securities  of such  series  required  to be made
pursuant to the terms of such  Securities  as provided  for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such





                                      -65-

Securities for redemption  through  operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

Section 1203. Redemption of Securities for Sinking Fund.

         Not less than 90 days prior to each  sinking  fund payment date for any
series of  Securities,  the Company  will  deliver to the  Trustee an  Officers'
Certificate  specifying the amount of the next ensuing  sinking fund payment for
that series pursuant to the terms of that series,  the portion thereof,  if any,
which is to be  satisfied  by payment of cash and the portion  thereof,  if any,
which is to be satisfied by delivering  and crediting  Securities of that series
pursuant to Section  1202 and will also deliver to the  Security  Registrar  any
Securities  to be so  delivered.  Not less than 60 days before each such sinking
fund payment date the Trustee  shall select the  Securities  to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the  redemption  thereof to be given in the name of and at the expense
of the Company in the manner  provided in Section 1104.  Such notice having been
duly given,  the redemption of such Securities  shall be made upon the terms and
in the manner stated in Sections 1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                          Subordination of Securities

Section 1301.  Securities Subordinate to Senior Indebtedness.

         The Company covenants and agrees,  and each Holder of a Security of any
series, by his acceptance thereof,  likewise covenants and agrees,  that, to the
extent and in the manner hereinafter set forth in this Article, the indebtedness
represented by the Securities of such series and the payment of the principal of
(and premium,  if any) and interest on each of the Securities of such series are
hereby  expressly made  subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness.

Section 1302.  Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any  receivership,   liquidation,   reorganization  or  other  similar  case  or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation,  dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy,  or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company,  then and in any
such  event the  holders of Senior  Indebtedness  shall be  entitled  to receive
payment  in full of all  amounts  due or to become  due on or in  respect of all
Senior  Indebtedness,  or  provision  shall be made for such payment in money or
money's worth,




                                      -66-

before the Holders of the  Securities  of any series are entitled to receive any
payment on account of  principal  of (or  premium,  if any) or  interest  on the
Securities  of such series,  and to that end the holders of Senior  Indebtedness
shall be entitled to  receive,  for  application  to the  payment  thereof,  any
payment or distribution of any kind or character,  whether in cash,  property or
securities,  which may be payable or deliverable in respect of the Securities of
any  series in any such  case,  proceeding,  dissolution,  liquidation  or other
winding up or event.

         In the event that,  notwithstanding  the  foregoing  provisions of this
Section,  the  Trustee or the holder of any  Security  of any series  shall have
received  any  payment or  distribution  of assets of the Company of any kind or
character,   whether  in  cash,  property  or  securities,   before  all  Senior
Indebtedness is paid in full or payment  thereof  provided for, and if such fact
shall, at or prior to the time of such payment or  distribution,  have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such payment or  distribution  shall be paid over or delivered  forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other  Person  making  payment or  distribution  of assets of the Company for
application to the payment of all Senior  Indebtedness  remaining unpaid, to the
extent necessary to pay all Senior  Indebtedness in full, after giving effect to
any  concurrent  payment  or  distribution  to or  for  the  holders  of  Senior
Indebtedness.

         For  purposes  of this  Article  only,  the words  "cash,  property  or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment  which are subordinated
in  right  of  payment  to all  Senior  Indebtedness  which  may at the  time be
outstanding  to the same extent as, or to a greater  extent than, the Securities
are so  subordinated  as  provided in this  Article.  The  consolidation  of the
Company  with,  or the  merger  of  the  Company  into,  another  Person  or the
liquidation  or  dissolution  of the  Company  following  the sale,  conveyance,
transfer or lease of its properties and assets  substantially  as an entirety to
another  Person upon the terms and  conditions  set forth in Article Eight shall
not be deemed a dissolution, winding up, liquidation, reorganization, assignment
for the benefit of creditors or  marshalling  of assets and  liabilities  of the
Company  for  the  purposes  of  this  Section  if the  Person  formed  by  such
consolidation  or into which the Company is merged or the Person which  acquires
by sale, conveyance,  transfer or lease such properties and assets substantially
as an  entirety,  as the case may be,  shall,  as a part of such  consolidation,
merger,  sale,  conveyance,  transfer or lease,  comply with the  conditions set
forth in Article Eight.

Section  1303.  Prior  Payment  to  Senior  Indebtedness  Upon  Acceleration  of
Securities.

         In the event that any  Securities  of any series are  declared  due and
payable  before  their  Stated  Maturity,  then and in such event the holders of
Senior Indebtedness shall




                                      -67-

be entitled to receive payment in full of all amounts due or to become due on or
in respect  of all  Senior  Indebtedness,  or  provision  shall be made for such
payment  in cash,  before  the  Holders  of the  Securities  of such  series are
entitled  to receive  any  payment of the  principal  of,  premium,  if any,  or
interest on the Securities of such series or on account of the purchase or other
acquisition  of  Securities  of such  series;  provided,  however,  that,  if as
specified as  contemplated  by Section 301,  Article Twelve is applicable to any
series of Securities,  nothing in this Section shall prevent the satisfaction of
any sinking fund payment in accordance  with Article  Twelve by  delivering  and
crediting  pursuant to Section  1202  Securities  of such series which have been
acquired  (upon   redemption  or  otherwise)   prior  to  such   declaration  of
acceleration.

         In the event that,  notwithstanding  the  foregoing,  the Company shall
make any  payment to the  Trustee or the  Holder of any  Security  of any series
prohibited by the foregoing  provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder,  then and in such event such  payment  shall be
paid over and delivered forthwith to the Company.

         The  provisions  of this  Section  shall not apply to any payment  with
respect to which Section 1302 would be applicable.

Section 1304.  No Payment When Senior Indebtedness in Default.

         (a) In the event and  during  the  continuation  of any  default in the
payment  of  principal  of (or  premium,  if  any)  or  interest  on any  Senior
Indebtedness  beyond any applicable grace period with respect thereto, or in the
event that any event of default  with respect to any Senior  Indebtedness  shall
have  occurred  and  be  continuing   permitting  the  holders  of  such  Senior
Indebtedness  (or a trustee on behalf of the holders  thereof)  to declare  such
Senior  Indebtedness  due and  payable  prior  to the  date on  which  it  would
otherwise  have become due and  payable,  unless and until such event of default
shall  have  been  cured  or  waived  or shall  have  ceased  to exist  and such
acceleration  shall have been  rescinded  or  annulled,  or (b) in the event any
judicial  proceeding  shall be  pending  with  respect  to any such  default  in
payment,  or event of default,  then no payment  shall be made by the Company on
account of principal of (or premium,  if any) or interest on the  Securities  of
any series or on account of the purchase or other  acquisition  of Securities of
any series; provided,  however, that, if as specified as contemplated by Section
301 Article  Twelve is applicable to any series of  Securities,  nothing in this
Section shall prevent the satisfaction of any sinking fund payment in accordance
with  Article  Twelve by  delivering  and  crediting  pursuant  to Section  1202
Securities  of  such  series  which  have  been  acquired  (upon  redemption  or
otherwise) prior to such default in payment or event of default.

         In the event that,  notwithstanding  the  foregoing,  the Company shall
make any  payment to the  Trustee or the  Holder of any  Security  of any series
prohibited by the





                                      -68-

foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such  payment,  have been made known to the  Trustee or, as the case may
be,  such  Holder,  then and in such event such  payment  shall be paid over and
delivered forthwith to the Company.

         The  provisions  of this  Section  shall not apply to any payment  with
respect to which Section 1302 would be applicable.

Section 1305.  Payment Permitted If No Default.

         Nothing  contained in this Article or elsewhere in this Indenture or in
any of the  Securities of any series shall prevent (a) the Company,  at any time
except during the pendency of any case, proceeding, dissolution,  liquidation or
other winding up,  assignment for the benefit of creditors or other  marshalling
of assets and  liabilities  of the Company  referred to in Section 1302 or under
the conditions  described in Section 1303 or 1304,  from making  payments at any
time of principal of (and premium,  if any) or interest on the Securities of any
series,  or (b) the  application  by the Trustee of any money  deposited with it
hereunder to the payment of or on account of the principal of (and  premium,  if
any) or  interest  on the  Securities  of any  series or the  retention  of such
payment  by the  Holder,  if,  subject  to  Section  1310,  at the  time of such
application  by the Trustee,  it did not have  knowledge that such payment would
have been prohibited by the provisions of this Article.

Section 1306.  Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full of all Senior Indebtedness,  the Holders
of the Securities of a series shall be subrogated  (equally and ratably with the
holders  of all  indebtedness  of the  Company  which  by its  express  terms is
subordinated to indebtedness of the Company to substantially  the same extent as
the Securities are  subordinated  and is entitled to like rights of subrogation)
to the  extent of the  payments  or  distributions  made to the  holders of such
Senior Indebtedness  pursuant to the provisions of this Article to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash,  property and securities  applicable to the Senior  Indebtedness until the
principal of (and premium, if any) and interest on the Securities of such series
shall  be paid in  full.  For  purposes  of such  subrogation,  no  payments  or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities  to which the  Holders of the  Securities  of a series or the Trustee
would be entitled  except for the  provisions of this  Article,  and no payments
over  pursuant  to the  provisions  of this  Article  to the  holders  of Senior
Indebtedness by Holders of the Securities of a series or the Trustee,  shall, as
among the Company,  its creditors other than holders of Senior  Indebtedness and
the  Holders  of the  Securities  of such  series,  be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.





                                      -69-

Section 1307.  Provisions Solely to Define Relative Rights.

         The  provisions  of this  Article are and are  intended  solely for the
purpose of defining the relative  rights of the Holders of the  Securities  of a
series on the one hand and the holders of Senior Indebtedness on the other hand.
Nothing  contained  in this  Article or  elsewhere  in this  Indenture or in the
Securities  of any  series  is  intended  to or shall (a)  impair,  as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the  Securities  of any  series,  the  obligation  of the  Company,  which is
absolute and unconditional,  to pay to the Holders of the Securities of a series
the  principal of (and premium,  if any) and interest on the  Securities of such
series as and when the same shall  become due and  payable  in  accordance  with
their  terms;  or (b) affect the  relative  rights  against  the  Company of the
Holders of the  Securities  of a series and  creditors of the Company other than
the holders of Senior Indebtedness;  or (c) prevent the Trustee or the Holder of
any Security of any series from exercising all remedies  otherwise  permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under  this  Article  of the  holders of Senior  Indebtedness  to receive  cash,
property and securities  otherwise payable or deliverable to the Trustee or such
Holder.

Section 1308.  Trustee to Effectuate Subordination.

         Each  holder of a  Security  of any  series by his  acceptance  thereof
authorizes  and  directs the Trustee on his behalf to take such action as may be
necessary  or  appropriate  to  effectuate  the  subordination  provided in this
Article  and  appoints  the Trustee  his  attorney-in-fact  for any and all such
purposes.

Section 1309.  No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior  Indebtedness to
enforce  subordination  as  herein  provided  shall  at any  time  in any way be
prejudiced  or  impaired by any act or failure to act on the part of the Company
or by any  failure  to  act,  in  good  faith,  by any  such  holder,  or by any
non-compliance  by the Company with the terms,  provisions and covenants of this
Indenture,  regardless of any  knowledge  thereof any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the foregoing  paragraph,
the  holders  of  Senior  Indebtedness  may,  at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Securities
of any series, without incurring responsibility to the Holders of the Securities
of any series and without impairing or releasing the  subordination  provided in
this Article or the  obligations  hereunder of the Holders of the  Securities to
the holders of Senior  Indebtedness,  do any one or more of the  following:  (i)
change the  manner,  place or terms of payment or extend the time of payment of,
or renew or alter, Senior Indebtedness,  or otherwise amend or supplement in any
manner




                                      -70-

Senior Indebtedness or any instrument evidencing the same or any agreement under
which  Senior  Indebtedness  is  outstanding;  (ii) sell,  exchange,  release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness;  (iii) release any Person liable in any manner for the  collection
of Senior Indebtedness;  and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

Section 1310. Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee  in  respect  of the  Securities  of  any  series.  Notwithstanding  the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with  knowledge  of the  existence of any facts which would
prohibit  the  making of any  payment  to or by the  Trustee  in  respect of the
Securities of a series, unless and until the Trustee shall have received written
notice thereof from the Company or a holder of Senior  Indebtedness  or from any
trustee  therefor or  representative  thereof;  and, prior to the receipt of any
such written  notice,  the Trustee,  subject to the  provisions  of Section 601,
shall be entitled in all respects to assume that no such facts exist;  provided,
however,  that if the Trustee shall not have received the notice provided for in
this  Section  at least two  Business  Days  prior to the date upon which by the
terms hereof any money may become  payable for any purpose  (including,  without
limitation,  the payment of the principal  (and premium,  if any) or interest on
any Security),  then, anything herein contained to the contrary notwithstanding,
the Trustee  shall have full power and  authority  to receive  such money and to
apply the same to the purpose for which such money was received and shall not be
affected  by any notice to the  contrary  which may be received by it within two
Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the  delivery  to it of a  written  notice  by a Person  representing
himself  to be a  holder  of  Senior  Indebtedness  (or a  trustee  therefor  or
representative thereof) to establish that such notice has been given by a holder
of Senior Indebtedness (or a trustee therefor or representative thereof). In the
event  that the  Trustee  determines  in good  faith that  further  evidence  is
required  with  respect  to the  right  of any  Person  as a  holder  of  Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article,  the  Trustee  may  request  such  Person to  furnish  evidence  to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such Person,  the extent to which such Person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
such Person  under this  Article,  and if such  evidence is not  furnished,  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.




                                      -71-

Section 1311.    Reliance on Judicial Order or Certificate of Liquidation
                 Agent.

         Upon any payment or distribution  of assets of the Company  referred to
in this Article, the Trustee,  subject to the provisions of Section 601, and the
Holders of the Securities of any series shall be entitled to rely upon any order
or  decree  entered  by any  court  of  competent  jurisdiction  in  which  such
insolvency, bankruptcy, receivership, liquidation, reorganization,  dissolution,
winding up or similar case or  proceeding is pending,  or a  certificate  of the
trustee in bankruptcy,  receiver,  liquidating trustee, custodian,  assignee for
the  benefit  of  creditors,  agent or  other  Person  making  such  payment  or
distribution,  delivered to the Trustee or to the Holders of  Securities of such
series,  for the purpose of ascertaining  the Persons entitled to participate in
such payment or distribution,  the holders of the Senior  Indebtedness and other
indebtedness of the Company,  the amount thereof or payable thereon,  the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this Article.

Section 1312. Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The  Trustee  shall  not be  deemed  to owe any  fiduciary  duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith  mistakenly  pay over or distribute to Holders of Securities
of any  series  or to the  Company  or to any other  Person  cash,  property  or
securities  to which any  holders of Senior  Indebtedness  shall be  entitled by
virtue of this Article or otherwise.

Section 1313.    Rights of Trustee as Holder of Senior Indebtedness;
                 Preservation of Trustee's Rights.

         The  Trustee in its  individual  capacity  shall be entitled to all the
rights set forth in this Article with respect to any Senior  Indebtedness  which
may at any time be held by it, to the same extent as any other  holder of Senior
Indebtedness,  and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

         Nothing in this  Article  shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

Section 1314.    Article Applicable to Paying Agents.

         In case at any time any Payment Agent other than the Trustee shall have
been appointed by the Company and be then acting  hereunder,  the term "Trustee"
as used in this  Article  shall  in such  case  (unless  the  context  otherwise
requires) be construed  as extending to and  including  such Paying Agent within
its meaning as fully for all intents and  purposes as if such Paying  Agent were
named in this Article in addition to or in place of the Trustee;




                                      -72-

provided,  however,  that  Section  1313  shall not apply to the  Company or any
Affiliate of the Company if it or such Affiliate acts as Payment Agent.

                                ARTICLE FOURTEEN

                       Defeasance and Covenant Defeasance

Section 1401.    Applicability of Article; Company's Option to
                 Effect Defeasance or Covenant Defeasance.

         If pursuant to Section 301  provision is made for either or both of (a)
defeasance  of the  Securities  of a series  under  Section 1402 or (b) covenant
defeasance of the Securities of a series under Section 1403, then the provisions
of such  Section  or  Sections,  as the case  may be,  together  with the  other
provisions of this Article  Thirteen,  shall be applicable to the  Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 1402
(if  applicable) or Section 1403 (if  applicable) be applied to the  Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Fourteen.

Section 1402. Defeasance and Discharge.

         Upon the  Company's  exercise of the above  option  applicable  to this
Section,  the  Company  shall  be  deemed  to  have  been  discharged  from  its
obligations  with respect to the  Outstanding  Securities  of such series on and
after  the  date  the  conditions   precedent  set  forth  below  are  satisfied
(hereinafter,  "defeasance").  For this purpose,  such defeasance means that the
Company  shall be deemed to have paid and  discharged  the  entire  indebtedness
represented by the  outstanding  Securities of such series and to have satisfied
all its other  obligations  under such Securities and this Indenture,  including
the  provisions  of Article  Thirteen  hereof,  insofar as such  Securities  are
concerned (and the Trustee, at the expense of the Company,  shall execute proper
instruments  acknowledging  the same),  except  for the  following  which  shall
survive until otherwise  terminated or discharged  hereunder:  (A) the rights of
Holders of  Outstanding  Securities  of such series to receive,  solely from the
trust fund  described in Section  1405 as more fully set forth in such  Section,
payments  of the  principal  of (and  premium,  if  any)  and  interest  on such
Securities  when such  payments  are due,  (B) the  Company's  obligations  with
respect to such Securities  under Sections 304, 305, 306, 1002 and 1004 and such
obligations  as shall be  ancillary  thereto,  (C) the rights,  powers,  trusts,
duties,  immunities and other provisions in respect of the Trustee hereunder and
(D) this Article Fourteen. Subject to compliance with this Article Fourteen, the
Company may exercise its option  under this  Section  1402  notwithstanding  the
prior  exercise of its option under Section 1403 with respect to the  Securities
of such series. Following a defeasance,




                                      -73-

payment of the  Securities of such series may not be  accelerated  because of an
Event of Default.

Section 1403. Covenant Defeasance.

         Upon the  Company's  exercise of the above  option  applicable  to this
Section and after the date the  conditions  set forth below are  satisfied,  the
Company  shall be released from its  obligations  under Section 1005 and Section
1006 and under any additional or substitute covenant established with respect to
the  Securities of any series  pursuant to Section  301(18) if the Securities of
such series have been  determined  pursuant to Section 301 to be subject to this
provision (with Section 1005, Section 1006 and any such additional or substitute
covenant referred to herein as a "Defeasable  Covenant"),  and the occurrence of
an event  specified in Section 501(d) with respect to such  Defeasable  Covenant
shall not be deemed to be an Event of Default  with  respect to the  Outstanding
Securities  of  such  series  (hereinafter,  "covenant  defeasance").  For  this
purpose,  such covenant  defeasance  means that, with respect to the outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term,  condition or limitation set forth in any such
Defeasable  Covenant  whether  directly or indirectly by reason of any reference
elsewhere  herein to any such Defeasable  Covenant or by reason of any reference
in any such Defeasable  Covenant to any other  provision  herein or in any other
document,  but the  remainder of this  Indenture  and such  Securities  shall be
unaffected thereby.  Following a covenant defeasance,  payment of the Securities
of such series may not be accelerated  because of an Event of Default  specified
in Section  501(e) or Section  501(f) or by reference to Section 501(d) and such
Defeasable Covenant.

Section 1404. Conditions to Defeasance or Covenant Defeasance.

         The  following  shall be the  conditions  precedent to  application  of
either  Section  1402 or  Section  1403 to the  outstanding  Securities  of such
series:

                  (1) The Company shall  irrevocably have deposited or caused to
         be  deposited  with the  Trustee  (or another  trustee  satisfying  the
         requirements  of  Section  609 who  shall  agree  to  comply  with  the
         provisions of this Article Fourteen applicable to it) as trust funds in
         trust for the purpose of making the  following  payments,  specifically
         pledged as security  for,  and  dedicated  solely to the benefit of the
         Holders  of such  Securities,  (A)  money  in an  amount,  or (B)  U.S.
         Government Obligations which through the scheduled payment of principal
         and  interest in respect  thereof in  accordance  with their terms will
         provide,  not later than one day  before  the due date of any  payment,
         money in an amount, or (C) a combination thereof,  sufficient,  without
         reinvestment,  in  the  opinion  of a  nationally  recognized  firm  of
         independent  public  accountants  expressed in a written  certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the  Trustee  (or other  qualifying  trustee)  to pay and
         discharge, the principal of (and premium, if any) and




                                  -74-

         interest on the  outstanding  Securities of such series on the Maturity
         of such  principal,  premium,  if any,  or interest  and any  mandatory
         sinking  fund  payments  or  analogous   payments   applicable  to  the
         Outstanding Securities of such series on the due dates thereof.  Before
         such a deposit the Company may make  arrangements  satisfactory  to the
         Trustee for the  redemption  of Securities at a future date or dates in
         accordance with Article Eleven, which shall be given effect in applying
         the foregoing.  For this purpose,  "U.S. Government  Obligations" means
         securities  that are (x) direct  obligations  of the  United  States of
         America  for the  payment of which its full faith and credit is pledged
         or (y)  obligations of a Person  controlled or supervised by and acting
         as an agency or  instrumentality  of the United  States of America  the
         payment  of which is  unconditionally  guaranteed  as a full  faith and
         credit  obligation  by the United States of America,  which,  in either
         case,  are not  callable  or  redeemable  at the  option of the  issuer
         thereof,  and shall also include a depository  receipt issued by a bank
         (as  defined  in  Section  3(a)(2) of the  Securities  Act of 1933,  as
         amended)  as  custodian  with  respect  to  any  such  U.S.  Government
         Obligation  or a specific  payment of  principal  of or interest on any
         such U.S. Government  Obligation held by such custodian for the account
         of the holder of such  depository  receipt,  provided  that  (except as
         required by law) such custodian is not authorized to make any deduction
         from the amount payable to the holder of such  depository  receipt from
         any amount received by the custodian in respect of the U.S.  Government
         Obligation  or the specific  payment of principal of or interest on the
         U.S. Government Obligation evidenced by such depository receipt.

                  (2) No Event of Default or event which with notice or lapse of
         time or both  would  become an Event of  Default  with  respect  to the
         Securities of such series shall have occurred and be continuing  (A) on
         the date of such deposit or (B) insofar as  subsections  501(e) and (f)
         are  concerned,  at any time  during the period  ending on the 91st day
         after  the  date of such  deposit  or,  if  longer,  ending  on the day
         following the expiration of the longest preference period applicable to
         the Company in respect of such  deposit (it being  understood  that the
         condition  in this Clause (B) shall not be deemed  satisfied  until the
         expiration of such period).

                  (3) Such defeasance or covenant defeasance shall not (A) cause
         the Trustee  for the  Securities  of such series to have a  conflicting
         interest  as  defined  in  Section  608 or for  purposes  of the  Trust
         Indenture  Act with  respect to any  securities  of the  Company or (B)
         result in the trust arising from such deposit to constitute,  unless it
         is qualified as, a regulated  investment  company under the  Investment
         Company Act of 1940, as amended.

                  (4) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other agreement or instrument to which the Company is a party or
         by which it is bound.





                                      -75-

                 (5) Such defeasance or covenant  defeasance shall not cause any
         Securities  of such  series  then  listed  on any  registered  national
         securities exchange under the Exchange Act to be delisted.

                 (6) In the case of an election  under Section 1402, the Company
         shall have delivered to the Trustee an opinion of Counsel  stating that
         (x) the Company has received  from, or there has been published by, the
         Internal  Revenue  Service  a  ruling,  or (y)  since  the date of this
         Indenture there has been a change in the applicable  Federal income tax
         law, in either case to the effect that,  and based thereon such opinion
         shall confirm that, the Holders of the  outstanding  Securities of such
         series will not recognize  income,  gain or loss for Federal income tax
         purposes as a result of such  defeasance and will be subject to Federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would have been the case if such defeasance had not occurred.

                  (7) In the case of an election under Section 1403, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of the Outstanding  Securities of such series will not
         recognize  income,  gain or loss for Federal  income tax  purposes as a
         result of such  covenant  defeasance  and will be  subject  to  Federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would have been the case if such covenant  defeasance  had not
         occurred.

                 (8) Such defeasance or covenant defeasance shall be effected in
         compliance with any additional  terms,  conditions or limitations which
         may be  imposed on the  Company in  connection  therewith  pursuant  to
         Section 301.

                  (9) At the time of such deposit: (A) no default in the payment
         of all or a portion of principal of (or premium, if any) or interest on
         any Senior  Indebtedness shall have occurred and be continuing,  and no
         event of default  with  respect to any Senior  Indebtedness  shall have
         occurred  and be  continuing  and shall have  resulted  in such  Senior
         Indebtedness  becoming or being  declared due and payable  prior to the
         date on which it would otherwise have become due and payable and (B) no
         other event of default  with respect to any Senior  Indebtedness  shall
         have occurred and be continuing  permitting  (after notice or the lapse
         of time, or both) the holders of such Senior Indebtedness (or a trustee
         on behalf of the holders  thereof) to declare such Senior  Indebtedness
         due and  payable  prior to the date on  which it would  otherwise  have
         become due and payable,  or, in the case of either Clause (A) or Clause
         (B) above,  each such default or Event of Default shall have been cured
         or waived or shall have ceased to exist.




                                      -76-

                  (10) The Company  shall have paid, or provided for the payment
         of, the fees and  expenses of the Trustee  payable  pursuant to Section
         607.

                  (11) The  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  provided for  relating to either the  defeasance
         under  Section 1402 or the covenant  defeasance  under Section 1403 (as
         the case may be) have been complied with.

Section 1405.    Deposited Money and U.S. Government
                 Obligations to Be Held in Trust;
                 Other Miscellaneous Provisions.

         Subject to the  provisions of the last  paragraph of Section 1004,  all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying  trustee -- collectively,  for purposes of
this Section  1405,  the  "Trustee")  pursuant to Section 1404 in respect of the
Outstanding  Securities of such series shall be held in trust and applied by the
Trustee,  in  accordance  with  the  provisions  of  such  Securities  and  this
Indenture,  to the payment, either directly or through any Paying Agent (but not
including  the  Company  acting  as its own  Paying  Agent) as the  Trustee  may
determine, to the Holders of such Securities,  of all sums due and to become due
thereon in respect of principal  (and premium,  if any) and  interest,  but such
money need not be segregated  from other funds except to the extent  required by
law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed  on or  assessed  against  the  money or U.S.  Government
Obligations  deposited  pursuant to Section 1404 or the  principal  and interest
received in respect thereof.

         Anything  herein to the  contrary  notwithstanding,  the Trustee  shall
deliver or pay to the Company from time to time upon  Company  Request any money
or U.S. Government  Obligations held by it as provided in Section 1404 which, in
the opinion of a nationally  recognized firm of independent  public  accountants
expressed in a written  certification  thereof delivered to the Trustee,  are in
excess of the amount  thereof  which would then be required to be  deposited  to
effect an equivalent defeasance or covenant defeasance.

Section 1406. Reinstatement.

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with Section 1405 by reason of any order or judgment or any court or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  then the Company's obligations under the Securities of such series
shall be revived and  reinstated  as though no deposit had occurred  pursuant to
this Article Fourteen until such time as the




                                      -77-

Trustee or Paying Agent is permitted to apply all such money in accordance  with
Section  1405;  provided,  however,  that if the  Company  makes any  payment of
principal of (and premium,  if any) or interest on any such  Security  following
the  reinstatement  of its  obligations,  the Company shall be subrogated to the
rights of the Holders of such  Securities to receive such payment from the money
held by the Trustee or the Paying Agent.

         This instrument may be executed in any number of counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed,  and their respective  corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                                   RAYTHEON COMPANY


                                                   By:
                                                      --------------------------
                                                      Name:
                                                      Title:

Attest:


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



                                                   THE BANK OF NEW YORK



                                                   By:
                                                      --------------------------
                                                      Name:
                                                      Title:

Attest:


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





                                      -78-


COMMONWEALTH OF MASSACHUSETTS     )
                                  )  ss.:  Lexington
COUNTY OF MIDDLESEX               )



         On  the________   day  of  July,   1995,   before  me  personally  came
_________________,  to me known, who, being by as duly sworn, did depose and say
that he is  ____________________  of Raytheon  Company,  one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation;  that the seal affixed to said instrument is such corporate
seal;  that it was so affixed by  authority  of the Board of  Directors  of said
corporation, and that he signed his name thereto by like authority.



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


STATE OF NEW YORK                 )
                                  )  ss.:
COUNTY OF ____________            )

         On  the  ______  day  of  July,   1995,   before  me  personally   came
____________,  to me known, who, being by me duly sworn, did depose and say that
he is a  _____________________  of The Bank of New York, a bank described in and
which  executed  the  foregoing  instrument;  that  he  knows  the  seal of said
association;  that the seal affixed to said  instrument is such corporate  seal;
that  it was so  affixed  by  authority  of  the  Board  of  Directors  of  said
association, and that he signed his name thereto by like authority.



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







                                                                    Exhibit 4.12

                       THIRD AMENDMENT TO RIGHTS AGREEMENT


         This THIRD  AMENDMENT  TO RIGHTS  AGREEMENT,  dated as of April 5, 2002
(the  "Amendment"),  amends the Rights  Agreement dated as of December 15, 1997,
which was  previously  amended on May 15, 2001 (the "Rights  Agreement")  and is
between Raytheon Company, a Delaware  corporation (the "Company"),  and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").

         WHEREAS,  pursuant to Section 27 of the Rights  Agreement,  the Company
and the  Rights  Agent may from  time to time  supplement  or amend  the  Rights
Agreement in accordance with the provisions thereof;

         WHEREAS,  the Company has determined that it is in the best interest of
the  Company and its  stockholders  to amend the Rights  Agreement  as set forth
herein.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements  set forth  herein,  and intending to be legally  bound,  the parties
hereto agree as follows:

         1. Section 1 of the Rights  Agreement is hereby modified and amended as
follows:

         The  definition  of Preferred  Shares is deleted and replaced  with the
following:

                  "Preferred  Shares"  shall  mean  shares  of  Series  B Junior
                  Participating  Preferred  Stock,  $.01 par value per share, of
                  the Company having the rights and preferences set forth in the
                  Certificate   of   Designation   of  the   Series   B   Junior
                  Participating Preferred Stock.

         2. Exhibit A of the Rights  Agreement is hereby modified and amended as
follows:

                  The  reference  in the  first  sentence  of the  Form of Right
                  Certificate to "Series A Junior Participating Preferred Stock,
                  $.01 par value per share" is deleted and replaced with "Series
                  B Junior  Participating  Preferred  Stock,  $.01 par value per
                  share".

         3. This Amendment  shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

         4.  All  acts and  things  necessary  to make  this  Amendment  a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.

         5. This Amendment may be executed in any number of  counterparts,  each
of which shall be an original,  but such counterparts shall together  constitute
one and the same instrument.  Terms not defined herein shall, unless the context
otherwise  requires,  have the  meanings  assigned  to such  terms in the Rights
Agreement.




         6. In all respects not  inconsistent  with the terms and  provisions of
this Amendment, the Rights Agreement is hereby ratified,  adopted,  approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.

         7. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions of this  Amendment,  and of the Rights  Agreement,  shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.


                  [Remainder of Page Intentionally Left Blank]


                                      -2-


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  to be duly  executed  and  attested,  as of the date  first set forth
above.

Attest:                                 RAYTHEON COMPANY



By:  /s/ John W. Kapples                By:  /s/ Neal E. Minahan
     John W. Kapples                         Neal E. Minahan
     Vice President and Secretary            Senior Vice President and
                                               General Counsel

Attest:                                 AMERICAN STOCK TRANSFER
                                        & TRUST COMPANY



By:  /s/Susan Silber                    By:  /s/ Herbert J. Lemmer
     Susan Silber                            Herbert J. Lemmer
     Assistant Secretary                     General Counsel






                                                                    EXHIBIT 4.20









================================================================================




                                     FORM OF

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                 OF RC TRUST II




                             DATED AS OF [       , ]




================================================================================




   Certain Sections of this Declaration relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture                                                      Declaration
  Act Section                                                        Section

ss.310 (a)(1)...........................................................6.2, 6.3
       (a)(2)................................................................6.3
       (a)(3).....................................................Not Applicable
       (a)(4) ....................................................Not Applicable
       (a)(5)................................................................6.3
       (b)...................................................................6.3
       (c)........................................................Not Applicable
ss.311 (a)...................................................................2.2
       (b)...................................................................2.2
       (c)........................................................Not Applicable
ss.312.......................................................................2.2
ss.313 (a)...................................................................2.3
       (b)...................................................................2.3
       (c)...................................................................2.3
       (d)...................................................................2.3
ss.314 (a)...................................................................2.4
       (b)...................................................................2.4
       (c)...................................................................2.4
       (d)...................................................................2.4
       (e)...................................................................1.1
ss.315 (a)...................................................................9.2
       (b)...................................................................2.7
       (c)...................................................................3.9
       (d)...................................................................3.9
       (e)........................................................Not Applicable
ss.316 (a)..............................................................2.6, 7.5
       (b)..................................................................11.1
       (c)..................................................................11.2
ss.317 (a).............................................................3.8, 3.16
       (b)...................................................................3.7
ss.318 (a)...................................................................2.1

- ----------------------
NOTE: This  reconciliation  and tie shall not, for any purpose,  be deemed to be
part of the Declaration.



Table of Contents Page ARTICLE 1 INTERPRETATION AND DEFINITIONS..................................................................1 Section 1.1 Interpretation and Definitions.........................................................1 ARTICLE 2 TRUST INDENTURE ACT.............................................................................9 Section 2.1 Trust Indenture Act; Application.......................................................9 Section 2.2 Lists of Holders of the Securities....................................................10 Section 2.3 Reports by the Property Trustee.......................................................10 Section 2.4 Periodic Reports to the Property Trustee..............................................10 Section 2.5 Evidence of Compliance with Conditions Precedent......................................10 Section 2.6 Trust Enforcement Events; Waiver......................................................10 Section 2.7 Trust Enforcement Event; Notice.......................................................12 ARTICLE 3 ORGANIZATION...................................................................................12 Section 3.1 Name and Organization.................................................................12 Section 3.2 Office................................................................................12 Section 3.3 Purpose...............................................................................12 Section 3.4 Authority.............................................................................13 Section 3.5 Title to Property of the Trust........................................................13 Section 3.6 Powers and Duties of the Regular Trustees.............................................13 Section 3.7 Prohibition of Actions by the Trust and the Trustees..................................17 Section 3.8 Powers and Duties of the Property Trustee.............................................18 Section 3.9 Certain Duties and Responsibilities of the Property Trustee...........................20 Section 3.10 Certain Rights of Property Trustee....................................................21 Section 3.11 Delaware Trustee......................................................................23 Section 3.12 Execution of Documents................................................................23 Section 3.13 Not Responsible for Recitals or Issuance of Securities................................23 Section 3.14 Duration of Trust.....................................................................24 Section 3.15 Mergers...............................................................................24 Section 3.16 Property Trustee May File Proofs of Claim.............................................25 ARTICLE 4 THE SPONSOR....................................................................................26 Section 4.1 Responsibilities of the Sponsor.......................................................26 Section 4.2 Indemnification and Expenses of the Trustees..........................................27 Section 4.3 Guarantee of Payment of Trust Obligations.............................................27 ARTICLE 5 THE HOLDER OF THE COMMON SECURITIES............................................................28 Section 5.1 Notes Issuer's Acquisition of the Common Securities...................................28 Section 5.2 Covenants of the Notes Issuer.........................................................28 Section 5.3 Holder of the Common Securities.......................................................28
i
Table of Contents (Continued) Page ARTICLE 6 THE TRUSTEES...................................................................................29 Section 6.1 Number of Trustees....................................................................29 Section 6.2 Delaware Trustee; Eligibility.........................................................29 Section 6.3 Property Trustee; Eligibility.........................................................29 Section 6.4 Qualifications of the Regular Trustees Generally......................................30 Section 6.5 Initial Trustees......................................................................30 Section 6.6 Appointment, Removal and Resignation of the Trustees..................................31 Section 6.7 Vacancies among Trustees..............................................................32 Section 6.8 Effect of Vacancies...................................................................32 Section 6.9 Meetings..............................................................................32 Section 6.10 Delegation of Power by the Regular Trustees...........................................33 Section 6.11 Merger, Consolidation, Conversion or Succession to Business...........................33 ARTICLE 7 TERMS OF THE SECURITIES........................................................................33 Section 7.1 General Provisions Regarding the Securities...........................................33 Section 7.2 Distributions.........................................................................36 Section 7.3 Redemption of Securities..............................................................38 Section 7.4 Redemption Procedures.................................................................38 Section 7.5 Voting Rights of the Preferred Securities.............................................39 Section 7.6 Voting Rights of the Common Securities................................................41 Section 7.7 Paying Agent..........................................................................42 Section 7.8 Listing...............................................................................43 Section 7.9 Transfer of the Securities............................................................43 Section 7.10 Mutilated, Destroyed, Lost or Stolen Certificates.....................................44 Section 7.11 Deemed Holders........................................................................44 Section 7.12 Global Securities.....................................................................44 Section 7.13 Authorized Denominations..............................................................46 Section 7.14 [RESERVED]............................................................................46 ARTICLE 8 DISSOLUTION AND TERMINATION OF THE TRUST.......................................................46 Section 8.1 Dissolution and Termination of the Trust..............................................46 Section 8.2 Liquidation Distribution upon Dissolution of the Trust................................47 ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE TRUSTEE AND OTHERS..........49 Section 9.1 Liability.............................................................................49 Section 9.2 Exculpation...........................................................................49 Section 9.3 Fiduciary Duty........................................................................49 Section 9.4 Indemnification.......................................................................50 Section 9.5 Outside Businesses....................................................................51
ii
Table of Contents (Continued) Page ARTICLE 10 ACCOUNTING.....................................................................................52 Section 10.1 Fiscal Year...........................................................................52 Section 10.2 Certain Accounting Matters............................................................52 Section 10.3 Banking...............................................................................52 Section 10.4 Withholding...........................................................................52 ARTICLE 11 AMENDMENTS AND MEETINGS........................................................................53 Section 11.1 Amendments............................................................................53 Section 11.2 Meetings of the Holders of the Securities; Action by Written Consent..................55 ARTICLE 12 REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE...............................56 Section 12.1 Representations and Warranties of the Property Trustee................................56 Section 12.2 Representations and Warranties of the Delaware Trustee................................57 ARTICLE 13 MISCELLANEOUS..................................................................................58 Section 13.1 Notices...............................................................................58 Section 13.2 Governing Law.........................................................................59 Section 13.3 Intention of the Parties..............................................................59 Section 13.4 Headings..............................................................................59 Section 13.5 Successors and Assigns................................................................59 Section 13.6 Partial Enforceability................................................................59 Section 13.7 Counterparts..........................................................................59
Exhibit A. Form of Preferred Securities Certificate Exhibit B. Form of Common Securities Certificate iii FORM OF AMENDED AND RESTATED DECLARATION OF TRUST1 This Amended and Restated Declaration of Trust of RC Trust II ("Declaration"), dated as of [ , ], by and among Raytheon Company, a Delaware corporation, as Sponsor, [Richard A. Goglia][, and ], as the initial Regular Trustees, [The Bank of New York], as the initial Property Trustee, [The Bank of New York (Delaware)], as the initial Delaware Trustee, as Trustees, and the Holders, from time to time, of the Securities representing undivided beneficial ownership interests in the assets of RC Trust II to be issued pursuant to this Declaration. WHEREAS, certain of the Trustees and the Sponsor established RC Trust II (the "Trust"), a business trust under the Business Trust Act, pursuant to a Declaration of Trust dated as of April 4, 2001 (the "Original Declaration"), and a Certificate of Trust (the "Certificate of Trust") filed with the Secretary of State of the State of Delaware on April 4, 2001; and WHEREAS, the exclusive purposes and functions of the Trust shall be to issue the Securities (as defined herein) in exchange for the Notes issued by the Notes Issuer (each as defined herein) and except as otherwise limited herein, to engage in only those other activities necessary or incidental thereto; and WHEREAS, the parties hereto, by this Declaration, amend and restate each and every term and provision of the Original Declaration. NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a business trust under the Business Trust Act and that this Declaration constitute the governing instrument of such business trust, the Trustees hereby declare that all assets contributed to the Trust be held in trust for the benefit of the Holders, from time to time, of the Securities representing undivided beneficial ownership interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration. ARTICLE 1 INTERPRETATION AND DEFINITIONS Section 1.1 Interpretation and Definitions. Unless the context otherwise requires: (a) capitalized terms used in this Declaration but not defined in the preamble above shall have the meanings assigned to them in this Section 1.1; - -------- 1 Certain additional provisions and defined terms to be added if the Trust were to issue equity units comprised of (A) a purchase contract under which (i) the holder of the unit agrees to purchase from Raytheon Company and Raytheon Company agrees to sell to the holder a certain number of shares of its common stock pursuant to a purchase contract agreement and (ii) Raytheon Company agrees to pay such holder contract adjustment payments and (B) either beneficial ownership of (i) a Preferred Security or Note, or in certain circumstances following the occurrence of a Tax Event, the appropriate applicable ownership interest of the treasury portfolio or (ii) following any remarketing of the Preferred Securities pursuant to a purchase contract agreement and a remarketing agreement, the appropriate Treasury Consideration (as defined in the purchase contract agreement). (b) a term defined anywhere in this Declaration shall have the same meaning throughout; (c) all references to "the Declaration" or "this Declaration" shall be to this Declaration as modified, supplemented or amended from time to time; (d) all references in this Declaration to Articles, Sections, Recitals and Exhibits shall be to Articles and Sections of, or Recitals and Exhibits to, this Declaration unless otherwise specified; (e) unless otherwise defined in this Declaration, a term defined in the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), shall have the same meaning when used in this Declaration; (f) a reference to the singular shall include the plural and vice versa, and a reference to any masculine form of a term shall include the feminine or neuter form of a term, as applicable; and (g) the following terms shall have the following meanings: "Affiliate" of any specified Person shall mean any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Authorized Officer" of a Person shall mean any Person that is authorized to bind such Person. "Beneficial Owner" shall mean, with respect to a Global Security, a Person who is the beneficial owner of such book-entry interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a Depositary Participant or as an indirect participant, in each case in accordance with the rules of such Depositary). "Beneficiaries" shall have the meaning set forth in Section 4.3. "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in the Commonwealth of Massachusetts are authorized or obligated by law or executive order to be closed. "Business Trust Act" shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time, or any successor legislation. -2- "Certificate" shall mean a Common Security Certificate or a Preferred Security Certificate. "Clearing Agency" shall mean an organization registered as a "Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as depository for the Preferred Securities and in whose name or in the name of a nominee of that organization shall be registered a Global Certificate and which shall undertake to effect book entry transfers and pledges of the Preferred Securities. "Closing Date" shall mean the date on which the Preferred Securities are issued and sold. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any federal tax statute enacted after the date of this Declaration, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Declaration containing such reference. "Commission" shall mean the United States Securities and Exchange Commission. "Common Securities" shall have the meaning specified in Section 7.1(a). "Common Security Certificate" shall mean a definitive certificate in fully registered form representing a Common Security, substantially in the form of Exhibit B hereto. "Common Stock" shall mean the Common Stock, par value $.01, of the Company. "Company" shall mean Raytheon Company, a Delaware corporation, the Sponsor, Notes Issuer, and the parent of the Trust. "Compounded Distributions" shall have the meaning specified in Section 7.2(b). "Corporate Trust Office" shall mean the principal office of the Property Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at [ ], Attn: [ ] or such other address as the Property Trustee may designate. "Covered Person" shall mean (A) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Sponsor, (ii) the Sponsor's Affiliates, (iii) the Trust or (iv) the Trust's Affiliates and (B) any Holder. "Delaware Trustee" shall mean the Trustee meeting the eligibility requirements set forth in Section 6.2. "Depositary" shall mean, with respect to Securities issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act -3- that is designated to act as depositary for such Securities, and initially shall be The Depository Trust Company. "Depositary Agreement" shall mean the agreement among the Trust, the Property Trustee and the Depositary dated as of the Closing Date, as the same may be amended or supplemented from time to time. "Depositary Participant" shall mean a member of, or participant in, the Depositary. "Direct Action" shall have the meaning specified in Section 3.8(e). "Distribution" shall mean a distribution payable to the Holders in accordance with Section 7.2. "Exchange Act" shall mean the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. "First Delivery Date" shall have the meaning specified in the Underwriting Agreement. "Fiscal Year" shall have the meaning specified in Section 10.1. "Foreign Person" shall mean any Person that is not a United States Person. "Global Certificate" shall have the meaning specified in Section 7.1(h). "Global Security" shall mean a global Preferred Security Certificate registered in the name of a Depositary or its nominee. "Guarantee" shall mean the guarantee of the Company for the benefit of the beneficial holders of the Preferred Securities issued pursuant to the Guarantee Agreement, dated as of [ , ], of the Sponsor, as may be amended from time to time, in respect of the Securities. "Holder" shall mean any holder of Preferred Securities or Common Securities, as registered on the books and records of the Trust, such holder being a beneficial owner within the meaning of the Business Trust Act, provided that in determining whether the Holders of the requisite liquidation amount of Preferred Securities have voted on any matter provided for in this Declaration, then for the purpose of such determination only (and not for any other purpose hereunder), if the Preferred Securities remain in the form of one or more Global Securities and if the Depositary that is the holder of such Global Securities has sent an omnibus proxy to the Depositary Participants to whose accounts the Preferred Securities are credited on the record date, the term "Holders" shall mean such Depositary Participants acting at the direction of the Beneficial Owners. -4- "Indemnified Person" shall mean any Trustee, any Affiliate of any Trustee, any Paying Agent, any officers, directors, shareholders, members, partners, employees, representatives or agents of any Trustee, Affiliate of a Trustee or Paying Agent, or any officer, employee or agent of the Trust or any of its Affiliates. "Indenture" shall mean the indenture dated as of July 3, 1995, as supplemented by a supplemental indenture relating to the Notes, dated as of [ , ], between the Notes Issuer and the Indenture Trustee (including the provisions of the Trust Indenture Act that are deemed incorporated therein), pursuant to which the Notes are to be issued. "Indenture Event of Default" shall have the meaning given to the term "Event of Default" in the Indenture. "Indenture Trustee" shall mean The Bank of New York, a New York banking corporation, in its capacity as trustee under the Indenture, or any successor thereto. "Investment Company" shall mean an investment company as defined in the Investment Company Act. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended from time to time, or any successor legislation and the rules and regulations of the Commission promulgated thereunder. "Legal Action" shall have the meaning specified in Section 3.6(g). "List of Holders" shall have the meaning specified in Section 2.2(a). "Majority in Liquidation Amount" shall mean, except as provided by the Trust Indenture Act, Holders of outstanding Securities, voting together as a single class, or, as the context may require, Holders of outstanding Preferred Securities or Holders of the outstanding Common Securities, voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities, Preferred Securities or Common Securities, as the case may be. "New York Stock Exchange" shall mean the New York Stock Exchange, Inc. or any successor thereto. "Notes" shall mean the series of [name of series of Notes issued pursuant to Indenture], due [ ] to be issued by the Notes Issuer under the Indenture and exchanged for the Securities pursuant to Section 3.6 and held by the Property Trustee. "Notes Issuer" shall mean the Company or any successor entity in a merger, consolidation, conversion, amalgamation or replacement by or conveyance, transfer or lease of its properties substantially as an entirety, in its capacity as issuer of the Notes under the Indenture. -5- "Obligations" shall have the meaning set forth in Section 4.3. "Officers' Certificate" shall mean, when delivered by the Trust, a certificate signed by a majority of the Regular Trustees of the Trust and, when delivered by the Sponsor, a certificate signed by (A) the Chairman of the Board, President or a Vice President of the Sponsor and (B) the Treasurer, Assistant Treasurer or Secretary of the Sponsor. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include, where applicable: (i) a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto; (ii) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate; (iii) a statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with. "Original Declaration" shall have the meaning specified in the Recitals. "Over-allotment Option" shall mean the over-allotment option contained in the Underwriting Agreement. "Paying Agent" shall have the meaning specified in Section 3.8(h). "Payment Date" shall mean [ ], of each year, commencing [ ]. "Payment Amount" shall have the meaning specified in Section 7.2(c). "Person" shall mean a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association or government or any agency or political subdivision thereof, or any other entity of whatever nature. "Preferred Securities" shall have the meaning specified in Section 7.1(a). "Preferred Security Certificate" shall mean a definitive certificate in fully registered form representing a Preferred Security, substantially in the form of Exhibit A. "Primary Treasury Dealer" shall mean a primary U.S. government securities dealer in New York City. -6- "Property Account" shall mean a segregated non-interest bearing trust account maintained with a banking institution, the rating on whose long-term unsecured indebtedness is at least equal to the rating assigned to the Preferred Securities by a "nationally recognized statistical rating organization" within the meaning of Rule 436(g)(2) under the Securities Act. "Property Trustee" shall mean the Trustee meeting the eligibility requirements set forth in Section 6.3. "Pro Rata" shall mean pro rata to each Holder according to the aggregate liquidation amount of the Securities held by such Holder in relation to the aggregate liquidation amount of all Securities outstanding. "Quorum" shall mean a majority of the Regular Trustees or, if there are only two Regular Trustees, both of them. "Quotation Agent" shall mean any Primary Treasury Dealer selected by the Sponsor to act as the quotation agent in connection with a Tax Event Redemption. "Redemption/Distribution Notice" shall have the meaning specified in Section 7.4(a). "Redemption Price" shall mean the amount for which the Securities will be redeemed pursuant to the Indenture, which amount will equal the lesser of (i) the redemption price paid by the Notes Issuer to repay or redeem, in whole but not in part, the Notes held by the Trust plus an amount equal to accumulated and unpaid Distributions on such Securities through the date of their redemption or the Tax Event Redemption Date in the case of a Tax Event Redemption or (ii) the amount received by the Trust in respect of the Notes so repaid or redeemed. "Regular Trustee" shall mean any trustee of the Trust other than the Property Trustee and the Delaware Trustee. "Responsible Officer" shall mean, with respect to the Property Trustee, any officer within the corporate trust department of the Property Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Property Trustee who customarily performs functions similar to those performed by persons who at the time shall be officers, or who shall have direct responsibility for the administration of this Declaration and also shall mean, with respect to a particular corporate trust matter, any other officer to whom such matter is referred due to that officer's knowledge of and familiarity with the particular subject. "Rule 3a-5" shall mean Rule 3a-5 under the Investment Company Act or any successor rule thereunder. "Second Delivery Date" shall have the meaning specified in the Underwriting Agreement. "Securities" shall mean the Common Securities and the Preferred Securities. -7- "Securities Act" shall mean the Securities Act of 1933, as amended from time to time, or any successor legislation and the rules and regulations of the Commission promulgated thereunder. "Security Registrar" shall have the meaning specified in Section 7.9(a)(iii). "Sponsor" shall mean the Company or any successor entity in a merger, consolidation, conversion, amalgamation or replacement by or conveyance, transfer or lease of its properties substantially as an entirety, in its capacity as sponsor of the Trust. "Successor Delaware Trustee" shall have the meaning specified in Section 6.6(b). "Successor Entity" shall have the meaning specified in Section 3.15(b)(i). "Successor Property Trustee" shall have the meaning specified in Section 6.6(b). "Successor Security" shall have the meaning specified in Section 3.15(b)(i)(B). "Supermajority" shall have the meaning specified in Section 2.6(b)(ii). "Tax Event" shall mean the receipt by the Sponsor and the Trust of an opinion of counsel, rendered by a law firm having a recognized national tax practice, to the effect that, as a result of any amendment to, change in or announced proposed change in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative decision, pronouncement, judicial decision or action interpreting or applying such laws or regulations, which amendment or change is effective or which proposed change, pronouncement, action or decision is announced on or after the Closing Date, there is more than an insubstantial increase in the risk that (i) the Trust is, or within 90 days of the date of such opinion will be, subject to United States federal income tax with respect to income received or accrued on the Notes, (ii) interest (or original issue discount) payable by the Notes Issuer on the Notes is not, or within 90 days of the date of such opinion will not be, deductible by the Notes Issuer, in whole or in part, for United States federal income tax purposes, or (iii) the Trust is, or within 90 days of the date of such opinion will be, subject to more than a de minimis amount of other taxes, duties or other governmental charges. "Tax Event Redemption" shall mean that a Tax Event has occurred and is continuing and the Notes have been called for redemption pursuant to the Indenture. "Tax Event Redemption Date" shall mean the date specified by the Notes Issuer on which the Notes are redeemed pursuant to a Tax Event Redemption pursuant to the Indenture. "10% in Liquidation Amount" shall mean, except as provided by the Trust Indenture Act, Holder(s) of outstanding Securities, voting together as a single class, or, as the context may require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities, voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class. -8- "Treasury Regulations" shall mean the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Department of the Treasury, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). "Trust" shall have the meaning specified in the Recitals hereto. "Trust Enforcement Event" in respect of the Securities shall mean that an Indenture Event of Default has occurred and is continuing in respect of the Notes. "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation and the rules and regulations of the Commission promulgated thereunder. "Trustee" or "Trustees" shall mean each Person that has signed this Declaration as a trustee, so long as such Person continues in office in accordance with the terms hereof, and all other Persons that from time to time may be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder. "United States Person" shall mean a United States person for United States federal income tax purposes. "Underwriters" shall have the meaning set forth in the Underwriting Agreement. "Underwriting Agreement" means the Terms Agreement dated as of [ , ] between the Company and the Underwriters named therein, which amends and incorporates by reference the Company's form of Underwriting Agreement. ARTICLE 2 TRUST INDENTURE ACT Section 2.1 Trust Indenture Act; Application. (a) This Declaration is subject to the provisions of the Trust Indenture Act that are required to be part of this Declaration and, to the extent applicable, shall be governed by such provisions. (b) The Property Trustee shall be the only Trustee that is a trustee for the purposes of the Trust Indenture Act. (c) If and to the extent that any provision of this Declaration conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties of the Trust Indenture Act shall control. (d) The application of the Trust Indenture Act to this Declaration shall not affect the Trust's classification as a grantor trust for United States federal income tax purposes -9- and shall not affect the nature of the Securities as equity securities representing undivided beneficial ownership interests in the assets of the Trust. Section 2.2 Lists of Holders of the Securities. (a) Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide the Property Trustee with a list of the names and addresses of the Holders of the Securities in such form as the Property Trustee may reasonably require ("List of Holders") (i) as of the record date relating to the payment of any Distribution, at least [one] Business Day prior to the date for payment of such Distribution, except while the Preferred Securities are represented by one or more Global Securities, and (ii) at any other time, within 30 days of receipt by the Trust of a written request from the Property Trustee for a List of Holders as of a date no more than 15 days before such List of Holders is provided to the Property Trustee. If at any time the List of Holders does not differ from the most recent List of Holders provided to the Property Trustee by the Sponsor and the Regular Trustees on behalf of the Trust, then neither the Sponsor nor the Regular Trustees shall be obligated to deliver such List of Holders. The Property Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in Lists of Holders provided to it or that it receives in its capacity as Paying Agent (if acting in such capacity); provided that the Property Trustee may destroy any List of Holders previously provided to it on receipt of a new List of Holders. (b) The Property Trustee shall comply with its obligations under, and shall be entitled to the benefits of, Sections 311(a), 311(b) and 312 of the Trust Indenture Act. Section 2.3 Reports by the Property Trustee. Within 60 days after [ ] of each year (commencing with the year of the first anniversary of the issuance of the Preferred Securities), the Property Trustee shall provide to the Holders of the Preferred Securities such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Property Trustee also shall comply with the requirements of Section 313(d) of the Trust Indenture Act. Section 2.4 Periodic Reports to the Property Trustee. Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. Section 2.5 Evidence of Compliance with Conditions Precedent. Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Declaration that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate. Section 2.6 Trust Enforcement Events; Waiver. (a) An Indenture Event of Default constitutes an event of default under this Declaration with respect to the Securities. -10- (b) The Holders of a Majority in Liquidation Amount of the Preferred Securities may waive, by vote or written consent, on behalf of the Holders of all of the Preferred Securities, any past Trust Enforcement Event in respect of the Preferred Securities and its consequences, provided that if the underlying Indenture Event of Default: (i) is not waivable under the Indenture, then the Trust Enforcement Event under this Declaration also shall not be waivable; and (ii) requires the vote or consent of the holders of greater than a majority in principal amount of the Notes (a "Supermajority") to be waived under the Indenture, the related Trust Enforcement Event under this Declaration only may be waived by the vote or written consent of the Holders of at least the same Supermajority in aggregate stated liquidation amount of the Preferred Securities outstanding. The foregoing provisions of this Section 2.6(b) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act, and Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such Trust Enforcement Event in respect of the Preferred Securities shall be deemed to have been cured for every purpose of this Declaration and the Preferred Securities, but no such waiver shall extend to any subsequent or other Trust Enforcement Event with respect to the Preferred Securities or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of a Trust Enforcement Event with respect to the Preferred Securities also shall be deemed to constitute a waiver by the Holders of the Common Securities of any such Trust Enforcement Event with respect to the Common Securities for all purposes of this Declaration without any further act, vote or consent of the Holders of the Common Securities. (c) The Holders of a Majority in Liquidation Amount of the Common Securities may waive, by vote or written consent, any past Trust Enforcement Event in respect of the Common Securities and its consequences, provided that if the underlying Indenture Event of Default is not waivable under the Indenture, then, except where the Holders of the Common Securities are deemed to have waived such Trust Enforcement as provided below in this Section 2.6(c), the related Trust Enforcement Event under this Declaration also shall not be waivable. The Holders of the Common Securities shall be deemed to have waived any and all Trust Enforcement Events in respect of the Common Securities and the consequences thereof until all Trust Enforcement Events in respect of the Preferred Securities shall have been cured, waived or otherwise eliminated. Until all Trust Enforcement Events in respect of the Preferred Securities shall have been so cured, waived or otherwise eliminated, the Property Trustee shall be deemed to be acting solely on behalf of the Holders of the Preferred Securities, and only the Holders of the Preferred Securities shall have the right to direct the Property Trustee. The foregoing provisions of this Section 2.6(c) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act, and Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(c), upon such cure, waiver or other elimination, any Trust Enforcement Event in respect of the Common Securities shall be deemed to have been cured for every purpose of this Declaration and the Common Securities, but no such waiver shall extend to any subsequent or other Trust Enforcement Event with respect to the Common Securities or impair any right consequent thereon. -11- (d) A waiver of an Indenture Event of Default under the Indenture by the Property Trustee at the direction of the Holders of the Preferred Securities shall constitute a waiver of the corresponding Trust Enforcement Event under this Declaration. Any such waiver by the Holders of the Preferred Securities also shall be deemed to constitute a waiver by the Holders of the Common Securities of any such Trust Enforcement Event with respect to the Common Securities for all purposes of this Declaration without any further act, vote or consent of the Holders of the Common Securities. The foregoing provisions of this Section 2.6(d) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act, and Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Section 2.7 Trust Enforcement Event; Notice. (a) Within 90 days after the occurrence of a Trust Enforcement Event actually known to a Responsible Officer of the Property Trustee, the Property Trustee shall transmit by mail, first class postage prepaid, to the Holders of the Securities, notice of such Trust Enforcement Event, unless such Trust Enforcement Event has been cured before the giving of such notice, which notice shall specify the Indenture Event of Default giving rise to the Trust Enforcement Event and that the Indenture Event of Default also constitutes an event of default under this Declaration; provided that, except for a default in the payment of principal of (or premium, if any) or interest on any of the Notes, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Property Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. (b) The Property Trustee shall not be deemed to have knowledge of any Trust Enforcement Event except for any default as to which the Property Trustee shall have received written notice or of which a Responsible Officer of the Property Trustee charged with the administration of this Declaration shall have actual knowledge. ARTICLE 3 ORGANIZATION Section 3.1 Name and Organization. The Trust hereby continued is named "RC Trust II," as such name may be modified from time to time by the Regular Trustees following written notice to the Holders of the Securities. The Trust's activities may be conducted under the name of the Trust or any other name deemed advisable by the Regular Trustees. Section 3.2 Office. The address of the principal office of the Trust is 141 Spring Street, Lexington, Massachusetts 02421. On ten Business Days' written notice to the Holders of the Securities, the Regular Trustees may designate another principal office. Section 3.3 Purpose. The exclusive purposes and functions of the Trust are (a) to acquire the Notes with the proceeds of the sale of the Securities and (b) except as otherwise limited herein, to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt, reinvest proceeds derived from investments, pledge any of -12- its assets or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified as a grantor trust for United States federal income tax purposes. By the acceptance of this Trust, none of the Trustees, the Sponsor, the Holders of the Preferred Securities or the Common Securities or the Beneficial Owners of the Preferred Securities will take any position that is contrary to the classification of the Trust as a grantor trust for United States federal income tax purposes. Section 3.4 Authority. (a) Subject to the limitations provided in this Declaration and to the specific duties of the Property Trustee, the Regular Trustees shall have exclusive authority to carry out the purposes of the Trust. Any action taken by the Regular Trustees in accordance with their powers shall constitute the act of and shall serve to bind the Trust, and any action taken by the Property Trustee in accordance with its powers shall constitute the act of and shall serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration. (b) Except as expressly set forth in this Declaration and except if a meeting of the Regular Trustees is called with respect to any matter over which the Regular Trustees have power to act, any power of the Regular Trustees may be exercised by or with the consent of any one such Regular Trustee. (c) Except as otherwise required by applicable law, any Regular Trustee may delegate to any other natural person over the age of 21 that is a United States Person, by power of attorney consistent with applicable law, his or her power for the purposes of signing any documents that the Regular Trustees have power and authority to cause the Trust to execute pursuant to Section 3.6. Section 3.5 Title to Property of the Trust. Except as provided in Section 3.8 with respect to the Notes and the Property Account or as otherwise provided in this Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders of the Securities shall not have legal title to any part of the assets of the Trust but shall have undivided beneficial ownership interests in the assets of the Trust. Section 3.6 Powers and Duties of the Regular Trustees. The Regular Trustees shall have the exclusive power, duty and authority to cause the Trust to engage in the following activities: (a) to acquire the Notes with the proceeds of the sale of the Securities in accordance with this Declaration (including, without limitation, to execute, deliver and perform the Purchase and Subscription Agreement, to be dated as of [ , ], between the Sponsor and the Trust); provided that: (i) the Trust may issue no more than one series of Preferred Securities and no more than one series of Common Securities; -13- (ii) there shall be no interests in the Trust other than the Securities; and (iii) the issuance of the Securities shall be limited to a one-time, simultaneous issuance of both Preferred Securities and Common Securities on the Closing Date, subject to the issuance of additional Securities pursuant to the exercise of any Over-allotment Option; (b) in connection with the issue and sale of the Preferred Securities, to: (i) assist in the preparation of a prospectus in preliminary and final form prepared by the Sponsor in relation to the offering and sale of Preferred Securities and to assist in the preparation and filing with the Commission, on behalf of the Trust, of a registration statement on Form S-3, or on another appropriate form, including without limitation any registration statement under Rule 462(b) of the Securities Act, in relation to the Preferred Securities and the Guarantee, including any pre-effective or post-effective amendments thereto and including any supplements or amendments to the form of prospectus included therein, as permitted by the rules and regulations of the Commission; (ii) execute and file, on behalf of the Trust, any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary, in order to qualify or register all or part of the Preferred Securities in any state in which the Sponsor has determined to qualify or register such Preferred Securities for sale; (iii) at the direction of the Sponsor, execute and file, on behalf of the Trust, any application, statement, certificate, agreement or other instrument, prepared by the Sponsor, to the New York Stock Exchange, or any other national securities exchange or the Nasdaq National Market for listing or quotation of the Preferred Securities; (iv) to execute and deliver letters, documents, or instruments with any Clearing Agencies relating to the Preferred Securities; (v) if required, execute and file with the Commission, on behalf of the Trust, a registration statement on Form 8-A, including any pre-effective or post-effective amendments thereto, prepared by the Sponsor, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act; and (vi) to cause the Trust to enter into such agreements and arrangements as may be necessary or desirable in connection with the sale of Preferred Securities to the underwriters thereof and the consummation thereof, and to take all action as may be necessary or desirable in connection with the consummation thereof; (c) to acquire the Notes with the proceeds of the sale of the Securities; provided, however, that the Regular Trustees shall cause legal title to the Notes to be held of record in the name of the Property Trustee for the benefit of the Holders of the Securities; (d) to give the Sponsor and the Property Trustee prompt written notice of the occurrence of a Tax Event; provided that the Regular Trustees shall consult with the Sponsor and -14- the Property Trustee before taking or refraining from taking any action in relation to any such Tax Event; (e) to establish a record date with respect to all actions to be taken hereunder that require a record date to be established, including and with respect to, for the purposes of Section 316(c) of the Trust Indenture Act, Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of the Securities as to such actions and applicable record dates; (f) to take all actions and perform such duties as may be required of the Regular Trustees pursuant to the terms of this Declaration and the Securities; (g) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee has the exclusive power to bring such Legal Action; (h) to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors and consultants to conduct only those services that the Regular Trustees have authority to conduct directly, and to pay reasonable compensation for such services, provided that any Person so employed or engaged is a United States Person; (i) to cause the Trust to comply with the Trust's obligations under the Trust Indenture Act; (j) to give to the Property Trustee the certificate required by Section 314(a)(4) of the Trust Indenture Act, which certificate may be executed by any Regular Trustee; (k) to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust; (l) to act as, or appoint another Person to act as, registrar and transfer agent for the Securities or to appoint a Paying Agent for the Securities as provided in Section 3.8 except for such time as such power to appoint a Paying Agent is vested in the Property Trustee; (m) if applicable, to give prompt written notice to the Property Trustee and to the Holders of any notice received from the Note Issuer of its election to defer payments of interest on the Notes by extending the interest payment period under the Indenture; (n) to take all action that may be necessary or appropriate for the preservation and continuation of the Trust's valid existence, rights, franchises and privileges as a statutory business trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Securities or to enable the Trust to effect the purposes for which it was created; (o) to take any action not inconsistent with applicable law, this Declaration, the Certificate of Trust or the amended and restated certificate of incorporation of the Company, -15- as in effect from time to time, that the Regular Trustees determine in their discretion to be necessary or desirable in carrying out the purposes and functions of the Trust as set forth in Section 3.3 or the activities of the Trust as set forth in this Section 3.6, including: (i) causing the Trust not to be deemed to be an Investment Company required to be registered under the Investment Company Act; (ii) causing the Trust to be classified as a grantor trust for United States federal income tax purposes; and (iii) cooperating with the Notes Issuer to ensure that the Notes will be treated as indebtedness of the Notes Issuer for United States federal income tax purposes; (p) to take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared and filed; (q) to prepare, execute and file a certificate of cancellation of the Trust's Certificate of Trust, if at all, pursuant to Section 8.1(b); (r) in connection with the issuance of the Preferred Securities, to execute, deliver and perform the Depositary Agreement on behalf of the Trust; (s) if and to the extent that the Sponsor on behalf of the Trust has not already done so, to cause the Trust to enter into such other agreements and arrangements as may be necessary or desirable in connection with the sale of the Preferred Securities to the Underwriters and the consummation thereof, and to take all action, and exercise all discretion, as may be necessary or desirable in connection with the consummation thereof; and (t) to execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing. The Regular Trustees shall exercise the powers set forth in this Section 3.6 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Regular Trustees shall have no power to, and shall not, take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3. Except as expressly set forth in this Declaration and except if a meeting of the Regular Trustees is called with respect to any matter over which the Regular Trustees have power to act, any power of the Regular Trustees may be exercised by, or with the consent of, any one such Regular Trustee. Subject to this Section 3.6, the Regular Trustees shall have none of the powers or the authority of the Property Trustee set forth in Section 3.8. Any expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall be reimbursed by the Notes Issuer. -16- Section 3.7 Prohibition of Actions by the Trust and the Trustees. (a) The Trust shall not, and the Trustees (including the Property Trustee) shall cause the Trust not to, engage in any activity other than as required or authorized by this Declaration. In particular, the Trust shall not and the Trustees (including the Property Trustee) shall cause the Trust not to: (i) invest any proceeds received by the Trust in connection with its ownership of the Notes, but shall cause the Trust to distribute all such proceeds to the Holders of the Securities pursuant to the terms of this Declaration and of the Securities; (ii) acquire any assets other than as expressly provided herein; (iii) possess property for any purpose other than a Trust purpose; (iv) make any loans or incur any indebtedness; (v) possess any power or otherwise act in such a way as to vary the Trust's assets; (vi) possess any power or otherwise act in such a way as to vary the terms of the Securities in any way whatsoever (except to the extent expressly authorized in this Declaration or by the terms of the Securities); (vii) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Securities; (viii) other than as provided in this Declaration or by the terms of the Securities, (A) direct the time, method and place of exercising any trust or power conferred upon the Indenture Trustee with respect to the Notes, (B) waive any past default that is waivable under the Indenture, (C) exercise any right to rescind or annul any declaration that the principal of all the Notes shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Notes where such consent is required, unless the Trust has received an opinion of counsel to the effect that such modification will not cause more than an insubstantial risk that the Trust will not be classified as a grantor trust for United States federal income tax purposes; (ix) take any action inconsistent with the status of the Trust as grantor trust for United States federal income tax purposes; (x) revoke any action previously authorized or approved by vote of the Holders of the Preferred Securities; or (xi) after the date hereof, enter into any contract or agreement (other than any depositary agreement or any agreement with any securities exchange or automated quotation system) that does not expressly provide that the Holders of Preferred Securities, in their capacities as such, have limited liability (in accordance with the provisions of the -17- Business Trust Act) for the liabilities and obligations of the Trust, which express provision shall be in substantially the following form: The Holders of the Preferred Securities, in their capacities as such, shall not be personally liable for any liabilities or obligations of the Trust arising out of this Agreement, and the parties hereto hereby agree that the Holders of the Preferred Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. The failure to include such language shall not cause any such contract or agreement to be ultra vires. Section 3.8 Powers and Duties of the Property Trustee. (a) The legal title to the Notes shall be owned by and held of record in the name of the Property Trustee in trust for the benefit of the Trust and the Holders of the Securities. The right, title and interest of the Property Trustee to the Notes shall vest automatically in each Person that hereafter may be appointed as Property Trustee in accordance with Section 6.6. To the fullest extent permitted by law, such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Notes have been executed and delivered. (b) The Property Trustee shall not transfer its right, title and interest in the Notes to the Regular Trustees nor to the Delaware Trustee (if the Property Trustee does not also act as Delaware Trustee). (c) The Property Trustee shall: (i) establish and maintain the Property Account in the name of and under the exclusive control of the Property Trustee on behalf of the Holders of the Securities and, upon the receipt of payments of funds made in respect of the Notes, deposit such funds into the Property Account and make payments to the Holders of the Securities from the Property Account in accordance with Section 7.2 (funds in the Property Account to be held uninvested until disbursed in accordance with this Declaration); (ii) engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Securities to the extent the Notes are redeemed or mature; and (iii) upon written direction by the Sponsor to dissolve the Trust, to engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Notes to the Holders of the Securities in exchange for the Securities. (d) The Property Trustee shall take all actions and perform such duties as may be specifically required of the Property Trustee pursuant to the terms of this Declaration and the Securities. -18- (e) The Property Trustee shall take any Legal Action that arises out of or in connection with (i) a Trust Enforcement Event of which a Responsible Officer of the Property Trustee has actual knowledge or (ii) the Property Trustee's duties and obligations under this Declaration or the Trust Indenture Act; provided that if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Notes Issuer to pay interest or principal on the Notes on the date such interest or principal is otherwise payable, then a Holder of Preferred Securities may institute a proceeding directly against the Notes Issuer to enforce payment to such Holder of the principal or interest on Notes having an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Securities of such Holder (a "Direct Action"); provided, further, if the Property Trustee fails to enforce its rights under the Notes in respect of an Indenture Event of Default after a Holder of Preferred Securities has made a written request that the Property Trustee so enforce its rights, such Holder of Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Notes Issuer to enforce the rights of the Property Trustee under the Indenture without first proceeding against the Property Trustee or any other Person. (f) The Property Trustee shall continue to serve as a Trustee until either: (i) the Trust has been completely liquidated and the proceeds of the liquidation have been distributed to the Holders of the Securities pursuant to the terms of the Securities; or (ii) a Successor Property Trustee has been appointed and has accepted that appointment in accordance with Section 6.6. (g) The Property Trustee shall have the legal power to exercise all of the rights, powers and privileges of a holder of Notes under the Indenture (including, without limitation, the right, as sole holder of the Notes, to declare the principal of and interest on the Notes, to be immediately due and payable, pursuant to the terms of the Indenture) and if a Trust Enforcement Event actually known to a Responsible Officer of the Property Trustee occurs and is continuing, the Property Trustee shall enforce, for the benefit of Holders of the Securities, its rights as holder of the Notes subject to the rights of the Holders of the Securities pursuant to the terms of the Securities. (h) The Property Trustee may authorize one or more Persons (each, a "Paying Agent") to pay Distributions, redemption payments or liquidation payments on behalf of the Trust with respect to all Securities, and any such Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any Paying Agent may be removed by the Property Trustee at any time, and a successor Paying Agent or additional Paying Agents may be appointed at any time by the Property Trustee. (i) Subject to this Section 3.8, the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Regular Trustees set forth in Section 3.6. The Property Trustee shall exercise the powers set forth in this Section 3.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the -19- Property Trustee shall have no power to, and shall not, take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.3. Section 3.9 Certain Duties and Responsibilities of the Property Trustee. (a) The Property Trustee, before the occurrence of any Trust Enforcement Event and after the cure or waiver of all Trust Enforcement Events that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration, and no implied covenants shall be read into this Declaration against the Property Trustee. If a Trust Enforcement Event has occurred (that has not been cured or waived pursuant to Section 2.6) of which a Responsible Officer of the Property Trustee has actual knowledge, the Property Trustee shall exercise such of the rights and powers vested in it by this Declaration and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Declaration shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) prior to the occurrence of a Trust Enforcement Event and after the cure or waiver of all such Trust Enforcement Events that may have occurred: (A) the duties and obligations of the Property Trust shall be determined solely by the express provisions of this Declaration, and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Declaration, and no implied covenants or obligations shall be read into this Declaration against the Property Trustee; and (B) in the absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Declaration; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Property Trustee, the Property Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of this Declaration; (ii) the Property Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Property Trustee, unless it has been proven that the Property Trustee was negligent in ascertaining the pertinent facts; (iii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it without negligence, in good faith in accordance with the -20- direction of the Holders of not less than a Majority in Liquidation Amount of the Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Declaration; (iv) no provision of this Declaration shall require the Property Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Declaration or indemnity reasonably satisfactory to the Property Trustee against such risk or liability is not reasonably assured to it; (v) the Property Trustee's sole duty with respect to the custody, safe-keeping and physical preservation of the Notes and the Property Account shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Declaration and the Trust Indenture Act; (vi) the Property Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Notes or the payment of any taxes or assessments levied thereon or in connection therewith; (vii) the Property Trustee shall not be liable for any interest on any money received by it except as it otherwise may agree with the Sponsor, and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Property Account maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise required by law; and (viii) the Property Trustee shall not be responsible for monitoring the compliance by the Regular Trustees or the Sponsor with their respective duties under this Declaration, nor shall the Property Trustee be liable for any default or misconduct of the Regular Trustees or the Sponsor. Section 3.10 Certain Rights of Property Trustee. (a) Subject to the provisions of Section 3.9: (i) The Property Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ii) Any direction or act of the Sponsor contemplated by this Declaration shall be sufficiently evidenced by an Officers' Certificate. -21- (iii) Whenever in the administration of this Declaration, the Property Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may request, in the absence of bad faith on its part, and conclusively rely upon, an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor. (iv) The Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any re-recording, refiling or registration thereof. (v) The Property Trustee may consult with counsel of its choice or other experts, and the advice or opinion of such counsel and experts with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Sponsor or any of its Affiliates and may include any of its employees. The Property Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction. (vi) The Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or direction of any Holder of Securities, unless such Holder of Securities has provided to the Property Trustee security and indemnity, reasonably satisfactory to the Property Trustee, against the costs, expenses (including attorneys' fees and expenses and the expenses of the Property Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Property Trustee; provided that nothing contained in this Section 3.10(a) shall be taken to relieve the Property Trustee, upon the occurrence of an Indenture Event of Default, of its obligation to exercise the rights and powers vested in it by this Declaration. (vii) The Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Property Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it sees fit. (viii) The Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys, provided that any such action (other than ministerial action) executed or performed by such agent or attorney is executed or performed by an agent or an attorney that is a United States Person, and the Property Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. -22- (ix) Any action taken by the Property Trustee or its agents hereunder shall bind the Trust and the Holders of the Securities, and the signature of the Property Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Property Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration, both of which shall be evidenced conclusively by the Property Trustee's or its agent's taking such action. (x) Whenever in the administration of this Declaration the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Property Trustee (A) may request instructions from the Holders of the Securities, which instructions may only be given by the Holders of the same proportion in liquidation amount of the Securities as would be entitled to direct the Property Trustee under this Declaration in respect of such remedy, right or action, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received and (C) shall be protected in conclusively relying on or acting in accordance with such instructions. (xi) Except as otherwise expressly provided by this Declaration, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration. (xii) The Property Trustee shall not be liable for any action taken, suffered or omitted to be taken by it without negligence, in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Declaration. (b) No provision of this Declaration shall be deemed to impose any duty or obligation on the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed to be a duty. Section 3.11 Delaware Trustee. Notwithstanding any other provision of this Declaration other than Section 6.2, the Delaware Trustee shall not be entitled to exercise any powers of, nor shall the Delaware Trustee have any of the duties and responsibilities of, the Regular Trustees or the Property Trustee described in this Declaration. Except as set forth in Section 6.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Business Trust Act and shall be a United States Person. Section 3.12 Execution of Documents. Except as otherwise required by applicable law, any Regular Trustee is authorized to execute on behalf of the Trust any documents that the Regular Trustees have the power and authority to execute pursuant to Section 3.6. Section 3.13 Not Responsible for Recitals or Issuance of Securities. The recitals contained in this Declaration and the Securities shall be taken as the statements of the Sponsor, -23- and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration, the Securities, the Notes or the Indenture. Section 3.14 Duration of Trust. The Trust shall exist until dissolved pursuant to the provisions of Article 8 hereof. Section 3.15 Mergers. (a) The Trust may not consolidate with, amalgamate or merge with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Section 3.15(b) and (c) or Article 8. (b) At the request of the Sponsor and with the consent of the Regular Trustees or, if there are more than two, a majority of the Regular Trustees and without the consent of the Holders of the Preferred Securities, the Delaware Trustee or the Property Trustee, the Trust may consolidate with, amalgamate or merge with or into, be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any state; provided that: (i) if the Trust is not the successor entity, such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust with respect to the Securities; or (B) substitutes for the Securities other securities having substantially the same terms as the Securities (the "Successor Securities"), so long as such Successor Securities rank the same as the Securities with respect to Distributions and payments upon liquidation, redemption and otherwise; (ii) the Notes Issuer expressly appoints a trustee of such Successor Entity that possesses the same powers and duties as the Property Trustee as the holder of the Notes; (iii) the Preferred Securities or any Successor Securities are or, upon notification of issuance will be, listed on any national securities exchange or with any other organization on which the Preferred Securities are then listed or quoted; (iv) such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the -24- Holders of the Preferred Securities (including any Successor Securities) in any material respect other than with respect to any dilution of the Holders' interest in the new entity; (vi) such Successor Entity has a purpose substantially identical to that of the Trust; (vii) prior to such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease, the Sponsor has received an opinion of nationally recognized independent counsel to the Trust experienced in such matters to the effect that: (A) such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect other than with respect to any dilution of the Holders' interest in the new entity; (B) following such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease, neither the Trust nor such Successor Entity will be required to register as an Investment Company under the Investment Company Act; and (C) following such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease, the Trust (or such Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of such Successor Entity and guarantees the obligations of such Successor Entity under the Successor Securities, at least to the extent provided by the Guarantee; and (ix) such Successor Entity expressly assumes all of the obligations of the Trust. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate with, amalgamate or merge with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate with, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or any Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes or would cause any Holder of Securities not to be treated as owning an undivided beneficial ownership interest in the Notes. Section 3.16 Property Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, -25- composition or other similar judicial proceeding relative to the Trust or any other obligor upon the Securities or the property of the Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Securities are then due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property Trustee has made any demand on the Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Securities (or, if the Securities are original issue discount securities, such portion of the liquidation amount as may be specified in the terms of such securities) and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders of the Securities allowed in such judicial proceeding; and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to the Property Trustee and, in the event the Property Trustee consents to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee. Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization, arrangement, adjustment or compensation affecting the Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder of Securities in any such proceeding. ARTICLE 4 THE SPONSOR Section 4.1 Responsibilities of the Sponsor. In connection with the sale and issuance of the Preferred Securities, the Sponsor is hereby appointed an agent of the Trust pursuant to Section 3806(b)(7) of the Business Trust Act and in such capacity shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare, execute and file with the Commission, on behalf of the Trust, a registration statement on Form S-3 in relation to the Preferred Securities, including any amendments or supplements thereto, and to take any other action relating to the registration and sale of the Preferred Securities under federal and state securities laws; (b) if necessary, to determine the states in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, -26- other than actions that must be taken by the Trust, and advise the Trust of actions it must take; to prepare, execute and file, on behalf of the Trust, any documents it deems necessary or advisable in order to comply with the applicable laws of any such states; and to prepare, execute and file, on behalf of the Trust, any such documents or take any acts determined by it to be necessary in order to qualify or register all or part of the Preferred Securities in any state in which it has determined to qualify or register such Preferred Securities for sale; (c) if necessary, to prepare, execute and file on behalf of the Trust, an application to the New York Stock Exchange or any other national securities exchange or the Nasdaq National Market for listing upon notice of issuance of any Preferred Securities; (d) if necessary, to prepare, execute and file with the Commission, on behalf of the Trust, a registration statement on Form 8-A relating to the registration of the Preferred Securities under Section 12(b) of the Exchange Act, including any amendments thereto; (e) to negotiate the terms of, and execute and enter into, an Underwriting Agreement providing for the sale of the Preferred Securities; and (f) to execute and deliver letters, documents or instruments on behalf of the Trust with any Clearing Agency. Section 4.2 Indemnification and Expenses of the Trustees. To the fullest extent permitted by law, the Notes Issuer agrees to indemnify the Regular Trustees, the Property Trustee and the Delaware Trustee for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Regular Trustees, the Property Trustee or the Delaware Trustee, as the case may be, arising out of or in connection with the acceptance or administration of the Trust hereunder, including the costs and expenses of defending such Trustee or the Trust against any claim or liability in connection with the exercise or performance of any of their respective powers or duties hereunder. The provisions of this Section 4.2 shall survive the resignation or removal of the Regular Trustees, the Delaware Trustee or the Property Trustee and the termination of this Declaration. Section 4.3 Guarantee of Payment of Trust Obligations. (a) Subject to the terms and conditions of this Section 4.3, the Sponsor hereby irrevocably and unconditionally guarantees to each Person to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment, when and as due, of any and all costs, expenses or liabilities of the Trust (other than obligations of the Trust to make payments to Holders of the Securities pursuant to the terms thereof) ("Obligations") to such Beneficiaries. (b) The agreement of the Sponsor in Section 4.3(a) is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof. (c) The agreement of the Sponsor set forth in Section 4.3(a) shall terminate and be of no further force and effect upon the later of (a) the date on which full payment has been made of all amounts payable to all Holders of all the Preferred Securities (whether upon -27- redemption, liquidation, exchange or otherwise) and (b) the date on which there are no Beneficiaries remaining; provided, however, that such agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any Holder of Preferred Securities or any of the Beneficiaries must restore payment of any sums paid under the Preferred Securities, under any Obligation, under the Guarantee or under this Declaration for any reason whatsoever. Such agreement is continuing, irrevocable, unconditional and absolute. ARTICLE 5 THE HOLDER OF THE COMMON SECURITIES Section 5.1 Notes Issuer's Acquisition of the Common Securities. On the First Delivery Date, the Notes Issuer shall acquire all of the Common Securities issued by the Trust, in an aggregate liquidation amount equal to at least three percent of the total capital of the Trust, at such time as the Preferred Securities are sold and issued. If any additional Preferred Securities are issued pursuant to the exercise of any Over-allotment Option, then the Notes Issuer shall purchase, on the Second Delivery Date, an amount of additional Common Securities such that the aggregate liquidation amount of the Common Securities held by the Notes Issuer, upon such purchase, will equal at least three percent of the total capital of the Trust. The aggregate stated liquidation amount of the Common Securities outstanding at any time shall not be less than three percent of the total capital of the Trust. Section 5.2 Covenants of the Notes Issuer. For so long as the Preferred Securities remain outstanding, the Notes Issuer shall covenant: (i) to maintain, directly or indirectly, 100% ownership of the Common Securities; (ii) to cause the Trust to remain a Delaware statutory business trust and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by this Declaration; (iii) to use its commercially reasonable efforts to ensure that the Trust will not be an Investment Company required to be registered under the Investment Company Act; and (iv) not to take any action that would be reasonably likely to cause the Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. Section 5.3 Holder of the Common Securities. Each Holder of the Common Securities shall at all times hold the Common Securities in its individual capacity on its own behalf and shall not, in its capacity as a Holder of the Common Securities, be under (or subject to) the control or direction of any Foreign Person (pursuant to a contractual arrangement or otherwise) other than by virtue of such Foreign Person's direct or indirect stock ownership, if any, of the Holder of Common Securities. Notwithstanding anything in this Declaration to the contrary, each Holder of the Common Securities shall at all times be a United States Person and shall be -28- authorized to give any direction hereunder with respect to the Trust as shall be necessary for the Trust not to be considered a foreign trust for United States Federal income tax purposes. ARTICLE 6 THE TRUSTEES Section 6.1 Number of Trustees. The number of Trustees initially shall be five (three regular trustees, one property trustee and one Delaware trustee), and: (a) at any time before the issuance of any Securities, the Sponsor may increase or decrease the number of Trustees by written instrument; and (b) after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holders of a Majority in Liquidation Amount of the Common Securities at a meeting of the Holders of the Common Securities or by written consent without prior notice in lieu of such meeting; provided that the number of Trustees shall be at least three; and provided, further, that: (i) the Delaware Trustee, in the case of a natural person, shall be a person who is a resident of the State of Delaware or, if not a natural person, shall be an entity that has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law; (ii) at least a majority of the Regular Trustees shall be employees or officers of, or are Affiliates of, the Sponsor; (iii) one Trustee shall be the Property Trustee, which, for so long as this Declaration is required to qualify as an indenture under the Trust Indenture Act, shall meet the requirements of applicable law, provided that such Property Trustee also may serve as Delaware Trustee if it meets the applicable requirements; (iv) each Trustee shall be a United States Person; and (v) each Trustee, or any delegee of any Trustee, shall at all times act as Trustee in its individual capacity on its own behalf and will not, at any time, in its capacity as Trustee, be under (or subject to) the control or direction of any Foreign Person (pursuant to a contractual arrangement or otherwise). Section 6.2 Delaware Trustee; Eligibility. If required by the Business Trust Act, one Trustee (which may be the Property Trustee) (the "Delaware Trustee") shall be: (a) a natural person who is a resident of the State of Delaware; or (b) if not a natural person, an entity that has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, provided that if the Property Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, then the Property Trustee also shall be the Delaware Trustee and Section 3.11 shall have no application. Section 6.3 Property Trustee; Eligibility. (a) There shall be at all times one Trustee (which may be the Delaware Trustee) that shall act as Property Trustee. Such Property Trustee shall: (i) not be an Affiliate of the Sponsor; and -29- (ii) be a corporation that is a United States Person organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person that is a United States Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000) and subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purpose of this Section 6.3(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (iii) if the Trust is excluded from the definition of an Investment Company solely by means of Rule 3a-7 and to the extent Rule 3a-7 requires a trustee having certain qualifications to hold title to the "eligible assets" of the Trust, the Property Trustee shall possess those qualifications. (b) If at any time the Property Trustee shall cease to be eligible to so act under Section 6.3(a), the Property Trustee immediately shall resign in the manner and with the effect set forth in Section 6.6(c). (c) If the Property Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee and the Holders of the Common Securities (as if it were the obligor referred to in Section 310(b) of the Trust Indenture Act) shall comply in all respects with the provisions of Section 310(b) of the Trust Indenture Act. (d) The Guarantee shall be deemed to be specifically described in this Declaration for purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. Section 6.4 Qualifications of the Regular Trustees Generally. Each Regular Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers. Section 6.5 Initial Trustees. (a) The initial Regular Trustees shall be [Richard A. Goglia][, and ], the business address of all of whom is in care of Raytheon Company, 141 Spring Street, Lexington, Massachusetts 02421. (b) The initial Property Trustee shall be: The Bank of New York [ ] [ ] Attention: [ ]. -30- (c) The initial Delaware Trustee shall be: The Bank of New York (Delaware) [ ] [ ] Attention: [ ]. Section 6.6 Appointment, Removal and Resignation of the Trustees. (a) Subject to Sections 6.6(b) and 7.5(k), the Trustees may be appointed or removed without cause at any time: (i) until the issuance of any Securities, by written instrument executed by the Sponsor; and (ii) after the issuance of any Securities, by a vote of the Holders of a Majority in Liquidation Amount of the Common Securities at a meeting of the Holders of the Common Securities or by written consent without prior notice in lieu of such meeting. (b) The Property Trustee shall not be removed in accordance with Section 6.6(a) or Section 7.5(k) until a successor Trustee possessing the qualifications to act as Property Trustee under Section 6.3(a) (a "Successor Property Trustee") has been appointed and has accepted such appointment by written instrument executed by such Successor Property Trustee and delivered to the Regular Trustees and the Sponsor. The Delaware Trustee shall not be removed in accordance with Section 6.6(a) or Section 7.5(k) until a successor Trustee possessing the qualifications to act as Delaware Trustee under Sections 6.2 and 6.4 (a "Successor Delaware Trustee") has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Regular Trustees and the Sponsor. (c) A Trustee appointed to office shall hold office until a successor has been appointed, until death or dissolution or until removal or resignation. Any Trustee may resign from office (without need for prior or subsequent accounting) by written instrument executed by such Trustee and delivered to the Sponsor and the other Trustees, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided that: (i) no such resignation of the Property Trustee shall be effective: (A) until a Successor Property Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Property Trustee and delivered to the Regular Trustees, the Sponsor and the resigning Property Trustee; or (B) until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the Holders of the Securities; and -31- (ii) no such resignation of the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Regular Trustees, the Sponsor and the resigning Delaware Trustee. (d) The Holders of the Common Securities shall use their best efforts to promptly appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be, if the Property Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 6.6. (e) If no Successor Property Trustee or Successor Delaware Trustee, as the case may be, has been appointed and accepted appointment as provided in this Section 6.6 within 60 days after delivery of an instrument of resignation or removal, the resigning or removed Property Trustee or Delaware Trustee, as applicable, may petition any court of competent jurisdiction at the expense of the Sponsor for appointment of a Successor Property Trustee or Successor Delaware Trustee, as applicable. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be. (f) No Property Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Property Trustee or Successor Delaware Trustee, as the case may be. Section 6.7 Vacancies among Trustees. If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is increased pursuant to Section 6.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Regular Trustees, or, if there are more than two, a majority of the Regular Trustees, shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 6.6. Section 6.8 Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to annul, dissolve or terminate the Trust nor to terminate this Declaration. Whenever a vacancy in the number of Regular Trustees shall occur until such vacancy is filled by the appointment of a Regular Trustee in accordance with Section 6.6, the Regular Trustees in office, regardless of their number, shall have all the powers granted to the Regular Trustees and shall discharge all the duties imposed upon the Regular Trustees by this Declaration. Section 6.9 Meetings. If there is more than one Regular Trustee, meetings of the Regular Trustees shall be held from time to time upon the call of any Regular Trustee. Regular meetings of the Regular Trustees may be held at a time and place fixed by resolution of the Regular Trustees. Notice of any in-person meetings of the Regular Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Regular Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. -32- Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a Regular Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Regular Trustee attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration, any action of the Regular Trustees may be taken at a meeting by vote of a majority of the Regular Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter, provided a Quorum is present, or without a meeting and without prior notice by the unanimous written consent of the Regular Trustees. In the event there is only one Regular Trustee, any and all action of such Regular Trustee shall be evidenced by a written consent of such Regular Trustee. Section 6.10 Delegation of Power by the Regular Trustees. (a) Except as otherwise required by applicable law, any Regular Trustee may delegate to any other natural person over the age of 21 that is a United States Person, by power of attorney consistent with applicable law, his or her power for the purposes of signing any documents that the Regular Trustees have power and authority to cause the Trust to execute pursuant to Section 3.6. (b) The Regular Trustees shall have the power to delegate from time to time to such of their number or to officers of the Trust or any other Person the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein. Section 6.11 Merger, Consolidation, Conversion or Succession to Business. Any entity into which the Property Trustee, the Delaware Trustee or any Regular Trustee that is not a natural person may be merged or converted or with which such Trustee may be consolidated, or any entity resulting from any merger, conversion or consolidation to which such Trustee is a party, or any entity succeeding to all or substantially all the corporate trust business of such Trustee, shall be the successor of such Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such entity otherwise is qualified and eligible under this Article. ARTICLE 7 TERMS OF THE SECURITIES Section 7.1 General Provisions Regarding the Securities. (a) The Regular Trustees shall issue, on behalf of the Trust, one class of preferred securities representing undivided beneficial ownership interests in the assets of the Trust (the "Preferred Securities") and one class of common securities representing undivided beneficial ownership interests in the assets of the Trust (the "Common Securities"). The Trust shall not issue any securities other than the Preferred Securities and the Common Securities. -33- (i) Preferred Securities. There shall be [ ] million ([ ]) Preferred Securities and they shall have an aggregate stated liquidation amount with respect to the assets of the Trust of [ dollars ($ )] (subject to increase to not more than [ dollars ($ )] in the event of the exercise of any Over-allotment Option) and a stated liquidation amount with respect to the assets of the Trust of $[ ] per Preferred Security. The Preferred Securities are hereby designated for identification purposes only as the Preferred Securities. The Preferred Security Certificates shall be substantially in the form of Exhibit A hereto, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any exchange on which the Preferred Securities are listed. (ii) Common Securities. There shall be [ ] million ([ ]) Common Securities and they shall have an aggregate liquidation amount with respect to the assets of the Trust of [ dollars ($ )] (subject to increase to not more than [ dollars ($ )] in the event of the exercise of any Over-allotment Option) and a liquidation amount with respect to the assets of the Trust of $[ ] per Common Security. The Common Securities are hereby designated for identification purposes only as the Common Securities. The Common Security Certificates shall be substantially in the form of Exhibit B hereto, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice. (b) Payment of Distributions on, and any payment of the Redemption Price upon a redemption of, the Preferred Securities and the Common Securities, as applicable, shall be made Pro Rata based on the liquidation amount of such Preferred Securities and Common Securities; provided that if, on any date on which payment of a Distribution or the Redemption Price is to be made, an Indenture Event of Default has occurred and is continuing, then such payments shall not be made on any of the Common Securities, and no other payment on account of the redemption, liquidation or other acquisition of such Common Securities shall be made, until all accumulated and unpaid Distributions, or payments of the Redemption Price, as the case may be, on all of the outstanding Preferred Securities for which Distributions are to be paid or that have been called for redemption, as the case may be, are fully paid. All funds available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions on, or the Redemption Price of, the Preferred Securities then due and payable. (c) The consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust. (d) Upon issuance of the Securities as provided in this Declaration, the Securities so issued shall be validly issued, fully paid and non-assessable undivided beneficial ownership interests in the assets of the Trust. (e) Every Person, by virtue of having become a Holder of Securities or a Beneficial Owner of Preferred Securities in accordance with the terms of this Declaration, shall -34- be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration, the Guarantee, the Indenture, and the Notes. (f) The Holders of the Securities shall not have any preemptive or similar rights. (g) The Certificates shall be signed on behalf of the Trust by a Regular Trustee. Such signature shall be the manual or facsimile signature of any Regular Trustee. If a Regular Trustee of the Trust who has signed any of the Certificates ceases to be a Regular Trustee before such signed Certificates have been delivered by the Trust, such Certificates nevertheless may be delivered as though the Person who signed such Certificates had not ceased to be a Regular Trustee. Any Certificate may be signed on behalf of the Trust by such Persons who, at the actual date of execution of such Certificate, shall be the Regular Trustees of the Trust, although at the date of the execution and delivery of this Declaration any such Person was not such a Regular Trustee. Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Regular Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Regular Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. A Preferred Security Certificate shall not be valid until authenticated by the manual signature of an authorized signatory of the Property Trustee. Such signature shall be conclusive evidence that such Preferred Security Certificate has been authenticated under this Declaration. Upon a written order of the Trust signed by one Regular Trustee, the Property Trustee shall authenticate the Preferred Security Certificates for original issue. The Property Trustee may appoint an authenticating agent acceptable to the Trust, as determined by the Regular Trustees on behalf of the Trust, to authenticate Certificates. An authenticating agent may authenticate Certificates whenever the Property Trustee may do so. Each reference in this Declaration to authentication by the Property Trustee shall include authentication by such agent. An authenticating agent shall have the same rights as the Property Trustee to deal with the Sponsor or an Affiliate of the Sponsor. (h) The Preferred Security Certificates, upon original issuance (including Preferred Securities, if any, issued pursuant to the exercise of any Over-allotment Option), shall be issued as Global Securities in the form of one or more fully registered global Preferred Security Certificates (each a "Global Certificate"), to be delivered to The Depository Trust Company, the initial Depositary, by or on behalf of the Trust. Such Global Certificates initially shall be registered on the books and records of the Trust in the name of "Cede & Co.," the nominee of the initial Depositary. No Beneficial Owner of Preferred Securities shall receive a definitive Preferred Security Certificate representing such Beneficial Owner's interest in such Global Certificates, except as provided in Section 7.12. Unless and until definitive, fully registered Preferred Security Certificates have been issued to the Beneficial Owners of Preferred Securities pursuant to Section 7.12: -35- (i) the provisions of this Section 7.1(h) shall be in full force and effect; (ii) the Trust and the Trustees shall be entitled to deal with the Depositary for all purposes of this Declaration (including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents thereunder) as the Holder of the Preferred Securities and the sole of holder of the Global Certificates and, except as set forth herein or in Rule 3a-7 (if the Trust is excluded from the definition of an Investment Company solely by reason of Rule 3a-7) with respect to the Property Trustee, shall have no obligation to the Beneficial Owners of the Preferred Securities; (iii) to the extent that the provisions of this Section 7.1(h) conflict with any other provisions of this Declaration, the provisions of this Section 7.1(h) shall control; and (iv) the rights of the Beneficial Owners of the Preferred Securities shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary and/or the Depositary Participants. The Depositary shall make book-entry transfers among Depositary Participants and receive and transmit Distributions on the Global Certificates to such Depositary Participants; provided that solely for the purposes of determining whether the Holders of the requisite amount of Preferred Securities have voted on any matter provided for in this Declaration, so long as definitive Preferred Security Certificates have not been issued, the Trustees may rely conclusively on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustees by the Depositary setting forth the votes of the Beneficial Owners of the Preferred Securities or assigning the right to vote on any matter to any other Persons either in whole or in part. Whenever a notice or other communication to the Holder of the Preferred Securities is required to be given under this Declaration, unless and until definitive Preferred Security Certificates have been issued pursuant to Section 7.1(g), the Trustees shall deliver all such notices and communications specified herein to be given to the Holders of the Preferred Securities to the Depositary, and, with respect to any Preferred Security Certificate registered in the name of a Depositary or the nominee of a Depositary, the Trustees may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustees by the Depositary setting forth the votes of the Beneficial Owners of the Preferred Securities or assigning the right to vote on any matter or any other Persons either in whole or in part. Section 7.2 Distributions. (a) Holders of the Securities shall be entitled to receive Distributions that shall accumulate and be payable at the rate per annum of [ ]% of the stated liquidation amount of $[ ] per Security through (and including) [ , ]. The amount of Distributions payable for any period shall be computed (i) for any full quarterly distribution period, on the basis of a 360-day year of twelve 30-day months and (ii) for any period shorter than a full quarterly distribution period, on the basis of a 30-day month and, for any period of less than one -36- month, on the basis of the actual number of days elapsed per 30-day month. Subject to Section 7.1(b), Distributions shall be made on the Securities on a Pro Rata basis. Distributions on the Securities shall accumulate from [ , ], shall be cumulative and shall be payable quarterly, in arrears, on each Payment Date, when, as and if available for payment, by the Property Trustee, except as otherwise described below. Distributions shall be payable only to the extent that payments are made to the Trust in respect of the Notes held by the Property Trustee and to the extent that the Trust has funds available for the payment of such Distributions in the Property Account. (b) Distributions not paid on the scheduled Payment Date shall accumulate and, to the extent permitted by applicable law, compound quarterly at the rate of [ ]% per annum through (and including) [ , ] ("Compounded Distributions"). "Distributions" shall mean ordinary cumulative distributions together with any Compounded Distributions. (c) If and to the extent that the Notes Issuer makes a payment of principal of and any premium or interest on the Notes held by the Property Trustee (the amount of any such payment being a "Payment Amount"), the Property Trustee shall and is directed, to the extent funds are available for that purpose, to make a Pro Rata distribution of the Payment Amount to Holders, subject to Section 7.1(b). (d) Distributions on the Securities shall be payable to the Holders thereof as they appear on the register of the Trust as of the close of business on the relevant record dates. If the Preferred Securities are represented by one or more Global Securities, the relevant record dates shall be the close of business on the Business Day preceding such Distribution's Payment Date, unless a different regular record date is established or provided for the corresponding interest payment date on the Notes. The relevant record dates for the Common Securities shall be the same as for the Preferred Securities. If the Preferred Securities are not represented by one or more Global Securities, the relevant record dates for the Preferred Securities shall conform to the rules of any securities exchange on which the Preferred Securities are listed, and if none, shall be selected by the Regular Trustees, provided that such date shall be at least one (1) Business Day but less than sixty (60) Business Days prior to the relevant Distribution's Payment Dates. At all times, the Distribution's Payment Dates shall correspond to the interest payment dates on the Notes. Distributions payable on any Securities that are not punctually paid on any Payment Date, as a result of the Notes Issuer having failed to make a payment under the Notes, shall cease to be payable to the Person in whose name such Securities are registered on the relevant record date, and such defaulted Distribution instead shall be payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the Indenture for payment of the corresponding defaulted interest on the Notes. If any date on which a Distribution is payable on the Securities is not a Business Day, then payment of the Distribution payable on such date shall be made on the next day that is a Business Day (and without any interest or other payment in respect of any such delay), except that if such Business Day is in the next calendar year, such payment shall be made on the preceding Business Day, with the same force and effect as if made on such Payment Date. (e) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed Pro Rata among the Holders of the Securities, subject to Section 7.1(b). -37- Section 7.3 Redemption of Securities. (a) Upon the repayment or redemption pursuant to the Indenture, in whole but not in part, of the outstanding Notes held by the Trust, whether at the stated maturity of the Notes or upon earlier redemption as provided in the Indenture, the proceeds from such repayment or redemption shall be simultaneously applied Pro Rata (subject to Section 7.1(b)) to redeem, at the Redemption Price, Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Notes so repaid or redeemed at the Redemption Price. Holders of the Securities shall be given not less than 30 nor more than 60 days notice of such redemption in accordance with Section 7.4. (b) If the Notes Issuer redeems the Notes upon the occurrence and continuance of a Tax Event, the proceeds from such redemption shall be applied by the Property Trustee to redeem the Securities, in whole but not in part, at the Redemption Price on a Pro Rata basis. If, following the occurrence of a Tax Event, the Notes Issuer exercises its option to redeem the Notes, the Notes Issuer shall appoint the Quotation Agent. Section 7.4 Redemption Procedures. (a) Notice of any redemption of, or notice of distribution of Notes in exchange for, the Securities (a "Redemption/Distribution Notice"), which notice shall be irrevocable, shall be given by the Trust by mail to each Holder of Securities to be redeemed or exchanged at least 30 but no more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, shall be the date fixed for redemption of the Notes. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 7.4(a), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to the Holders of the Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of the Securities at the address of each such Holder appearing in the register of the Trust. No defect in the Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder. (b) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4(a), if Securities are to be redeemed, then (provided that the Notes Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Notes) (i) with respect to the Preferred Securities represented by one or more Global Securities, by 12:00 noon, New York City time, on the redemption date, the Property Trustee will deposit irrevocably with the Depositary or its nominee funds sufficient to pay the applicable Redemption Price, and the Property Trustee shall give the Depositary irrevocable instructions and authority to pay the Redemption Price to the Beneficial Owners of the Preferred Securities, and (ii) with respect to Securities not represented by one or more Global Securities, the Property Trustee shall pay the applicable Redemption Price to the Holders of such Securities by check mailed to the address of each Holder appearing on the register of the Trust on the redemption date. If any date fixed for redemption of Securities is not a Business Day, then -38- payment of the Redemption Price payable on such date shall be made on the next Business Day (without any interest thereon), except that if such Business Day falls in the next calendar year, such payment shall be made on the preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Trust or by the Sponsor as guarantor pursuant to the Guarantee, then Distributions on such Securities shall continue to accumulate at the then applicable rate, from the original redemption date to the actual date of payment, in which case the actual Payment Date shall be the date fixed for redemption for purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions that are being paid to Holders of Securities who were not Holders of Securities on a relevant record date. If a Redemption/Distribution Notice has been given and funds have been deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption, and all rights of Holders of such Securities so called for redemption shall cease, except the right of the Holders of such Securities to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Securities will cease to be outstanding. (c) Neither the Regular Trustees nor the Trust shall be required to register or cause to be registered the transfer of any Securities that have been called for redemption. (d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Notes Issuer or its Affiliates may purchase, at any time and from time to time, outstanding Preferred Securities by tender, in the open market, by private agreement or otherwise. Section 7.5 Voting Rights of the Preferred Securities. (a) Except as provided under this Section 7.5 and Section 11.1 and as otherwise required by the Business Trust Act, the Trust Indenture Act and other applicable law, the Holders of the Preferred Securities shall have no voting rights. (b) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 7.5(d), the Holders of a Majority in Liquidation Amount of the Preferred Securities, voting separately as a class, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under this Declaration, including the right to direct the Property Trustee, as Holder of the Notes, to (i) exercise the remedies available to it under the Indenture with respect to the Notes, (ii) waive any past default and its consequences that are waivable under the Indenture, (iii) exercise any right to rescind or annul any declaration that the principal of all the Notes shall be due and payable, or (iv) consent to any amendment, termination or modification of the Indenture or the Notes where such consent is required; provided that if an Indenture Event of Default has occurred and is continuing, then the Holders of [25]% of the aggregate stated liquidation amount of the Preferred Securities may direct the Property Trustee to declare the principal of and interest on the Notes due and payable; and provided, further, that where a consent or action under the Indenture would require the consent or act of the Holders of more than a majority of the aggregate principal -39- amount of Notes affected thereby, the Property Trustee only may give such consent or take such action at the direction of the Holders of at least the same proportion in aggregate stated liquidation amount of the Preferred Securities. (c) If the Property Trustee fails to enforce its rights under the Notes after a Holder of Preferred Securities has made a written request, such Holder of Preferred Securities may institute, to the fullest extent permitted by law, a legal proceeding directly against the Notes Issuer to enforce the Property Trustee's rights under the Indenture without first instituting any legal proceeding against the Property Trustee or any other Person. In addition, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Notes Issuer to make any interest, principal or other required payments when due under the Indenture, then a Holder of Preferred Securities may institute a Direct Action against the Notes Issuer on or after the respective due date specified in the Notes. (d) The Property Trustee shall notify all Holders of the Preferred Securities of any notice of any Indenture Event of Default received from the Notes Issuer with respect to the Notes. Such notice shall state that such Indenture Event of Default also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses (i), (ii) and (iii) of Section 7.5(b) above, unless the Property Trustee has obtained an opinion of independent tax counsel experienced in those matters to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action, and that each Holder of Preferred Securities shall be treated as owning an undivided beneficial ownership interest in the Notes. (e) If the consent of the Property Trustee, as the holder of the Notes, is required under the Indenture with respect to any amendment, termination or modification of the Indenture or the Notes, the Property Trustee shall request the direction of the Holders of the Securities with respect to such amendment or modification and shall vote with respect to such amendment, termination or modification as directed by a Majority in Liquidation Amount of the Securities voting together as a single class; provided that where a consent under the Indenture would require the consent of the holders of more than a majority of the aggregate principal amount of the Notes, the Property Trustee only may give such consent at the direction of the Holders of at least the same proportion in aggregate stated liquidation amount of the Securities. The Property Trustee shall not take any such action in accordance with the directions of the Holders of the Securities unless the Property Trustee has obtained an opinion of independent tax counsel experienced in those matters to the effect that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes as a result of such action, and that each holder will be treated as owning an undivided beneficial ownership interest in the Notes. (f) A waiver of an Indenture Event of Default with respect to the Notes shall constitute a waiver of the corresponding Trust Enforcement Event. (g) Any required approval or direction of the Holders of the Preferred Securities may be given at a separate meeting of the Holders of the Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Securities or pursuant to -40- written consent without a meeting. The Regular Trustees shall cause a notice of any meeting at which Holders of the Preferred Securities are entitled to vote to be mailed to each Holder of record of Preferred Securities. Each such notice shall include a statement setting forth: (i) the date of such meeting; (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote; and (iii) instructions for the delivery of proxies. (h) No vote or consent of the Holders of the Preferred Securities shall be required for the Trust to redeem and cancel the Preferred Securities or distribute the Notes in accordance with this Declaration and the terms of the Securities. (i) Notwithstanding that the Holders of the Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities that are owned at such time by the Notes Issuer, the Trustees or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Notes Issuer or any Trustee shall not be entitled to vote or consent and shall be treated, for purposes of such vote or consent, as if such Preferred Securities were not outstanding. (j) Except as provided under Section 7.5(k), the Holders of the Preferred Securities shall have no rights to appoint or remove the Trustees, who, subject to Section 6.6, may be appointed, removed or replaced by the Holders of the Common Securities. (k) If an Indenture Event of Default has occurred and is continuing, the Property Trustee and the Delaware Trustee may be removed and replaced, subject to Section 6.6(b), at such time by a Majority in Liquidation Amount of the Preferred Securities. Section 7.6 Voting Rights of the Common Securities. (a) Except as provided in Section 6.1(b), this Section 7.6 and Section 11.1 and as otherwise required by the Business Trust Act, the Trust Indenture Act or other applicable law, the Holders of the Common Securities shall have no voting rights. (b) Subject to Section 7.5(k), the Holders of the Common Securities shall be entitled to vote to appoint, remove or replace any Trustee or to increase or decrease the number of Trustees in accordance with Article 6. (c) Subject to Section 2.6 and only after all Trust Enforcement Events with respect to the Preferred Securities have been cured, waived, or otherwise eliminated and subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in this paragraph (c), the Holders of the Common Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under this Declaration, including the right to direct the Property Trustee, as Holder of the Notes, to (i) exercise the remedies available to it under the Indenture, (ii) waive any past default and its consequences that are waivable under the Indenture, (iii) exercise any right to rescind or annul any declaration that the principal of all the Notes shall be due and payable, or (iv) consent to any amendment, termination or modification of the Indenture or the Notes where such consent is required; provided that where a consent or action under the Indenture would require the consent or act of the holders of more than a majority of the aggregate principal amount of Notes -41- affected thereby, only the holders of at least the same proportion of the aggregate stated liquidation amount of the Common Securities may direct the Property Trustee to give such consent or take such action. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clause 7.6(c)(i), (ii) and (iii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that, as a result of such action, for United States federal income tax purposes the Trust will not fail to be classified as a grantor trust and each Holder will be treated as owning an undivided beneficial ownership interest in the Notes. (d) If the Property Trustee fails to enforce its rights under the Notes after the Holders of the Common Securities have made a written request, the Holders of the Common Securities may institute, to the fullest extent permitted by law, a legal proceeding directly against the Notes Issuer to enforce the Property Trustee's rights under the Notes without first instituting any legal proceeding against the Property Trustee or any other Person. In addition, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Notes Issuer to make any interest, principal or other required payments when due under the Indenture, then a Holder of Common Securities may institute a Direct Action against the Notes Issuer on or after the respective due date specified in the Notes. (e) A waiver of an Indenture Event of Default with respect to the Notes shall constitute a waiver of the corresponding Trust Enforcement Event. (f) Any required approval or direction of the Holders of the Common Securities may be given at a separate meeting of the Holders of the Common Securities convened for such purpose, at a meeting of all of the Holders of the Securities or pursuant to written consent. The Regular Trustees shall cause a notice of any meeting at which the Holders of the Common Securities are entitled to vote to be mailed to the Holders of the Common Securities. Such notice shall include a statement setting forth: (i) the date of such meeting; (ii) a description of any resolution proposed for adoption at such meeting on which the Holders of the Common Securities are entitled to vote; and (iii) instructions for the delivery of proxies. (g) No vote or consent of the Holders of the Common Securities shall be required for the Trust to redeem and cancel the Common Securities or to distribute Notes in accordance with this Declaration and the terms of the Securities. Section 7.7 Paying Agent. If any Preferred Securities are not represented by one or more Global Securities, the Trust shall maintain in the Borough of Manhattan, New York City, State of New York, an office or agency where the Preferred Securities may be presented for payment ("Paying Agent"). The Regular Trustees shall appoint the paying agent (which shall be a bank or trust company acceptable to the Notes Issuer) and may appoint one or more additional paying agents in such other locations as they shall determine. The term "Paying Agent" includes any additional paying agent. The Regular Trustees may change any Paying Agent without prior notice to the Holders of the Securities. The Regular Trustees shall notify the Property Trustee of the name and address of any Paying Agent not a party to this Declaration. If the Regular Trustees, on behalf of the Trust, fail to appoint or maintain another entity as Paying Agent, the -42- Property Trustee shall act as such. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Property Trustee and the Notes Issuer. Section 7.8 Listing. The Sponsor shall use its best efforts to cause the Preferred Securities to be listed for quotation on the New York Stock Exchange. Section 7.9 Transfer of the Securities. (a) (i) The Preferred Securities may be transferred, in whole or in part, only in accordance with the terms and conditions set forth in this Declaration. To the fullest extent permitted by law, any transfer or purported transfer of any Preferred Security not made in accordance with this Declaration shall be null and void. (ii) Subject to this Section 7.9 and Section 7.12, the Preferred Securities shall be freely transferable. (iii) The Trust shall cause to be kept at the Corporate Trust Office a register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Preferred Securities and of transfers of Preferred Securities. The Property Trustee is hereby appointed "Security Registrar" for the purpose of registering Preferred Securities and transfers of Preferred Securities as herein provided. (iv) Upon surrender for registration of transfer of any Preferred Securities at an office or agency of the Trust designated for such purpose, a Regular Trustee shall execute, and the Property Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities of any authorized denominations and of a like aggregate principal amount. (v) At the option of the Holder, Securities may be exchanged for other Preferred Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Preferred Securities to be exchanged at such office or agency. Whenever any Preferred Securities are so surrendered for exchange, a Regular Trustee shall execute, and the Property Trustee shall authenticate and deliver, the Preferred Securities that the Holder making the exchange is entitled to receive. (vi) If so required by the Trust or the Property Trustee, every Preferred Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Trust and the Security Registrar, by the Holder thereof or his attorney duly authorized in writing. (vii) No service charge shall be made for any registration of transfer or exchange of Preferred Securities, but the Trust may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Preferred Securities. (b) The Notes Issuer may not transfer the Common Securities except in connection with the transactions permitted under Section 801 of the Indenture; provided that -43- each Holder of the Common Securities shall at all times be a United States Person. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Section 7.9(b) shall be null and void. Section 7.10 Mutilated, Destroyed, Lost or Stolen Certificates. If: (a) any mutilated Certificates are surrendered to the Regular Trustees, or if the Regular Trustees receive evidence to their satisfaction of the destruction, loss or theft of any Certificate; and (b) there shall be delivered to the Regular Trustees such security or indemnity as may be required by them to keep each of the Sponsor and the Trust harmless, then, in the absence of notice that such Certificate has been acquired by a bona fide purchaser, any Regular Trustee shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination. In connection with the issuance of any new Certificate under this Section 7.10, the Regular Trustees may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section 7.10 shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate is found at any time. Section 7.11 Deemed Holders. The Trustees may treat the Person in whose name any Securities are registered on the register of the Trust as the sole holder of such Securities for purposes of receiving Distributions and for all other purposes whatsoever. Accordingly, the Trustees shall not be bound to recognize any equitable or other claim to or interest in such Certificate or in the Securities represented by such Certificate on the part of any Person, whether or not the Trust has actual or other notice thereof. Section 7.12 Global Securities. (a) The Preferred Securities initially shall be issued in the form of one or more Global Securities. A Regular Trustee shall execute, and the Property Trustee shall authenticate and deliver, one or more Global Securities that (i) shall represent and be denominated in an amount equal to the aggregate stated liquidation amount of all of the Preferred Securities to be issued in the form of Global Securities and not yet canceled, (ii) shall be registered in the name of the Depositary for the Preferred Securities or the nominee of such Depositary and (iii) shall be delivered by the Property Trustee to such Depositary or pursuant to such Depositary's instructions. Global Securities shall bear a legend substantially to the following effect: "This Preferred Security is a Global Security within the meaning of the Declaration and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee of the Depositary. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Declaration, and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a -44- whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be reregistered except in limited circumstances. Unless this certificate is presented by an authorized representative of the Depositary to RC Trust II or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), and except as otherwise provided in the Amended and Restated Declaration of Trust of RC Trust II dated as of [ , ], as amended from time to time, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein." (b) Preferred Securities not represented by a Global Security issued in exchange for all or a part of a Global Security pursuant to this Section 7.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver any Preferred Securities not represented by a Global Security to the Persons in whose names such definitive Preferred Securities are so registered. (c) At such time as all interests in Global Securities have been redeemed, repurchased or canceled, such Global Securities shall be canceled, upon receipt thereof, by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in a Global Security is exchanged for Preferred Securities not represented by a Global Security, redeemed, canceled or transferred to a transferee who receives Preferred Securities not represented by a Global Security, or if any Preferred Security not represented by a Global Security is exchanged or transferred for part of a Global Security, then, in accordance with the standing procedures of the Depositary, the liquidation amount of such Global Security shall be reduced or increased, as the case may be, and an endorsement shall be made on such Global Security by the Property Trustee to reflect such reduction or increase. (d) The Trust and the Property Trustee, as the authorized representative of the Holders of the Preferred Securities, may deal with the Depositary for all purposes of this Declaration, including the making of payments due on the Preferred Securities and exercising the rights of Holders of the Preferred Securities hereunder. The rights of any Beneficial Owners shall be limited to those established by law and agreements between such owners and Depository Participants; provided that no such agreement shall give to any Person any rights against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as the Holder of the Preferred Securities represented by Global Securities with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Preferred Securities in excess of those held in the name of the Depositary or its nominee. (e) If at any time the Depositary notifies the Trust that it is unwilling or unable to continue as Depositary for the Preferred Securities or if at any time the Depositary no longer is eligible under this Section 7.12 to serve as Depositary, the Regular Trustees shall -45- appoint a successor Depositary with respect to the Preferred Securities. If a successor Depositary is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust's election that the Preferred Securities be represented by one or more Global Securities shall no longer be effective, and a Regular Trustee shall execute, and the Property Trustee will authenticate and deliver, Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate stated liquidation amount equal to the aggregate stated liquidation amount of the Global Securities representing the Preferred Securities in exchange for such Global Securities. (f) The Regular Trustees on behalf of the Trust at any time and in their sole discretion may determine that the Preferred Securities issued in the form of one or more Global Securities shall no longer be represented by Global Securities. In such event a Regular Trustee on behalf of the Trust shall execute, and the Property Trustee shall authenticate and deliver, Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate stated liquidation amount equal to the aggregate stated liquidation amount of the Global Securities representing the Preferred Securities, in exchange for such Global Securities. (g) Notwithstanding any other provisions of this Declaration (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (h) Interests of Beneficial Owners may be transferred or exchanged for Preferred Securities not represented by a Global Security, and Preferred Securities not represented by a Global Security may be transferred or exchanged for a Global Security or Securities, in accordance with rules of the Depositary and the provisions of Section 7.9. Section 7.13 Authorized Denominations. The Preferred Securities are issuable only in denominations of $[ ] and any integral multiple thereof. Section 7.14 [RESERVED]. ARTICLE 8 DISSOLUTION AND TERMINATION OF THE TRUST Section 8.1 Dissolution and Termination of the Trust. (a) The Trust shall dissolve upon the earliest of: (i) the bankruptcy of the Notes Issuer or of any other holder of the Common Securities; (ii) the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or the revocation of the Sponsor's certificate of incorporation and the expiration of 90 days after the date of revocation without a reinstatement thereof; -46- (iii) the entry of a decree of judicial dissolution of the Holder of the Common Securities, the Sponsor or the Trust; (iv) the time when all of the Securities shall have been called for redemption and the amounts then due shall have been paid to the Holders of the Securities; (v) the time when the Notes Issuer shall have redeemed the Notes upon the occurrence and continuation of a Tax Event and the proceeds from such redemption have been applied to redeem the Securities pursuant to Section 7.3(b); (vi) upon the direction of the Sponsor, in its sole discretion, by notice and direction to the Property Trustee to dissolve the Trust and to distribute, after the satisfaction of liabilities to creditors of the Trust, if any, the Notes to the Holders of the Securities in exchange for all of the Securities; provided that the Sponsor has provided to the Property Trustee an opinion of counsel that the distribution of the Notes will not be taxable to the holders of the Preferred Securities for United States federal income tax purposes; or (vii) [ , ]. (b) As soon as is practicable after the occurrence of an event referred to in Section 8.1(a) and upon completion of the winding up and liquidation of the Trust, the Regular Trustees shall terminate the Trust by executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware. (c) The provisions of Section 4.2 and Article 9 shall survive the termination of the Trust. Section 8.2 Liquidation Distribution upon Dissolution of the Trust. (a) In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Trust (each a "Liquidation") based on the occurrence of an event specified in Section 8.1(a) (other than clauses (iv) or (v)), the Holders of the Securities on the date of the Liquidation shall be entitled to receive on a Pro Rata basis, after satisfaction of the Trust's liabilities to creditors, Notes in an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accumulated and unpaid Distributions on, such Securities in exchange for such Securities. (b) Notice of Liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 60 days prior to the date of the Liquidation to each Holder of Securities at such Holder's address appearing in the Securities register. All notices of Liquidation shall: (i) state the date of the Liquidation; (ii) state that from and after the date of the Liquidation (other than a Liquidation as a result of clauses (iv) and (v) of Section 8.1(a)), the Securities will no -47- longer be deemed to be outstanding and any Certificates not surrendered for exchange will be deemed to represent the Notes in a principal amount equal to the stated liquidation amount of the Securities, bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distribution on the Securities; and (iii) provide such information with respect to the mechanics by which Holders may exchange Certificates for Note, or if Section 8.2(d) applies receive a distribution, as the Property Trustee shall deem appropriate. (c) Except where Section 8.1(a)(iv) or (v) or Section 8.2(d) applies, in order to affect the liquidation of the Trust and distribution of the Notes to Holders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the date of the Liquidation) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Notes in exchange for the outstanding Certificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes in the manner provided herein is determined by the Property Trustee not to be practical, the property of the Trust shall be liquidated, and the Trust shall be wound-up and terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, the Holders of the Securities on the date of the Liquidation shall be entitled to receive, out of the assets of the Trust available for distribution to the Holders of the Securities after satisfaction of the Trust's liabilities to creditors, if any, cash or other immediately available funds in an amount equal to the aggregate of the stated liquidation amount of $[ ] per Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such Liquidation, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay the aggregate Liquidation Distribution in full, then the amounts payable directly by the Trust on the Securities shall be paid on a Pro Rata basis. The Holders of the Common Securities shall be entitled to receive the Liquidation Distribution Pro Rata with the Holders of the Preferred Securities, except that if an Indenture Event of Default has occurred and is continuing, then the Preferred Securities shall have a preference over the Common Securities with regard to the Liquidation Distribution. (e) After the date fixed for any distribution of Notes upon dissolution of the Trust, (i) the Securities no longer shall be deemed to be outstanding and (ii) the Certificates shall be deemed to represent the Notes in a principal amount equal to the stated liquidation amount of the Securities, bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on the Securities, until such Certificates are presented to the Regular Trustees or agent for transfer or reissuance. -48- ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE TRUSTEE AND OTHERS Section 9.1 Liability. (a) Except as expressly set forth in this Declaration, the Guarantee and the terms of the Securities, the Sponsor: (i) shall not be personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities that will be made solely from assets of the Trust; and (ii) shall not be required to pay to the Trust or to any Holder of the Securities any deficit, upon dissolution of the Trust or otherwise. (b) Pursuant to Section 3803(a) of the Business Trust Act, Holders of the Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. Section 9.2 Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or to any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence (or, in the case of the Property Trustee, negligence) or willful misconduct with respect to such acts or omissions. (b) Each Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters such Indemnified Person reasonably believes to be within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to Holders of the Securities might properly be paid. Section 9.3 Fiduciary Duty. (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to -49- any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. (b) Unless otherwise expressly provided herein whenever: (i) a conflict of interest exists or arises between a Covered Person and an Indemnified Person; or (ii) this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Declaration an Indemnified Person is permitted or required to make a decision: (i) in its "discretion" or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or (ii) in its "good faith" or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration or by applicable law. Section 9.4 Indemnification. (a) To the fullest extent permitted by applicable law, the Sponsor, in its capacity as Notes Issuer, shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Declaration, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence (or, in the case of the Property Trustee, negligence) or willful misconduct with respect to such acts or omissions. -50- (b) The provisions of this Section 9.4 shall survive the termination of this Declaration or the resignation or removal of any Trustee. (c) The Sponsor or the Trust may purchase and maintain insurance on behalf of any Person who is or was an Indemnified Person against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Sponsor would have the power to indemnify him or her against such liability under the provisions of this Section 9.4. (d) For purposes of this Section 9.4, references to "the Trust" shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any Person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 9.4 with respect to the resulting or surviving entity as he or she would have had with respect to such constituent entity if its separate existence had continued. (e) The indemnification provided by, or granted pursuant to, this Section 9.4 shall continue, unless otherwise provided when authorized or ratified, as to a Person who has ceased to be an Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a Person. The obligation to indemnify as set forth in this Section 9.4 shall survive the resignation or removal of the Delaware Trustee or the Property Trustee or the termination of this Declaration. Section 9.5 Outside Businesses. Any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee (subject to Section 6.3(c)) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of the Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Each Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall not be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. -51- ARTICLE 10 ACCOUNTING Section 10.1 Fiscal Year. The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or such other year as is required by the Code. Section 10.2 Certain Accounting Matters. (a) At all times during the existence of the Trust, the Regular Trustees shall keep, or shall cause to be kept, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied. The Trust shall use the accrual method of accounting for United States federal income tax purposes. The books of account and the records of the Trust shall be examined by and reported upon as of the end of each Fiscal Year of the Trust by a firm of independent certified public accountants selected by the Regular Trustees. (b) The Regular Trustees shall cause to be prepared and delivered to each Holder of Securities, within 90 days after the end of each Fiscal Year of the Trust, annual financial statements of the Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the related statements of income or loss. (c) The Regular Trustees shall cause to be duly prepared and delivered to each Holder of Securities an annual United States federal income tax information statement, required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the Treasury Regulations. Notwithstanding any right under the Code to deliver any such statement at a later date, the Regular Trustees shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust. (d) The Regular Trustees shall cause to be duly prepared and filed with the appropriate taxing authority an annual United States federal income tax return, on Form 1041 or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed on behalf of the Trust with any state or local taxing authority. Section 10.3 Banking. The Trust shall maintain one or more bank accounts in the name and for the sole benefit of the Trust; provided that all payments of funds in respect of the Notes held by the Property Trustee shall be made directly to the Property Account and no other funds of the Trust shall be deposited in the Property Account. The sole signatories for such accounts shall be designated by the Regular Trustees; provided that the Property Trustee shall designate the signatories for the Property Account. Section 10.4 Withholding. The Trust and the Regular Trustees shall comply with all withholding requirements under United States federal, state and local law. The Regular Trustees shall request, and the Holders of the Securities shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding with respect to each Holder of Securities and any representations and forms as shall reasonably be requested by the Regular Trustees to assist them in determining the extent of, and in fulfilling, the Trust's -52- withholding obligations. The Regular Trustees shall file the required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder of Securities, shall remit amounts withheld with respect to such Holder to applicable jurisdictions. To the extent that the Trust is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder of Securities, the amount withheld shall be deemed to be a distribution in the amount of the withholding to such Holder. In the event of any claimed over withholding, a Holder shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual Distributions made, the Trust may reduce subsequent Distributions by the amount of such withholding. ARTICLE 11 AMENDMENTS AND MEETINGS Section 11.1 Amendments. (a) Except as otherwise provided in this Declaration or by any applicable terms of the Securities, this Declaration may be amended only by a written instrument approved and executed by: (i) the Sponsor; (ii) the Regular Trustees (or, if there are more than two Regular Trustees, a majority of the Regular Trustees); (iii) the Property Trustee (if the amendment affects the rights, powers, duties, obligations or immunities of the Property Trustee); and (iv) the Delaware Trustee (if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee). (b) No amendment shall be made, and any such purported amendment shall be void and ineffective: (i) unless, in the case of any proposed amendment, the Property Trustee first has received an Officers' Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); (ii) unless, in the case of any proposed amendment that affects the rights, powers, duties, obligations or immunities of the Property Trustee, the Property Trustee first has received: (A) an Officers' Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); and -53- (B) an opinion of counsel (which may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); and (iii) to the extent the result of such amendment would be to: (A) cause the Trust to be classified other than as a grantor trust for United States federal income tax purposes; (B) reduce or otherwise adversely affect the powers of the Property Trustee in contravention of the Trust Indenture Act; or (C) cause the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act. (c) At such time after the Trust has issued any Securities that remain outstanding, (i) any amendment that would (A) materially adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to this Declaration or otherwise or (B) result in the dissolution, winding-up or termination of the Trust other than pursuant to the terms of this Declaration shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Securities, voting together as a single class; provided that if any amendment or proposal referred to in clause (A) above would materially adversely affect only the Preferred Securities or the Common Securities, then only the affected class will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the approval of a Majority in Liquidation Amount of the class of Securities affected thereby; and (ii) any amendment that would (A) change the amount or timing of any Distribution of the Securities or otherwise adversely affect the amount of any Distribution require to be made in respect of the Securities as of a specified date or (B) restrict the right of a Holder of Securities to institute suit for the enforcement of an such payment on or after such date shall not be effective except with the approval of each Holder of Securities affected thereby. (d) This Section 11.1 shall not be amended without the consent of all of the Holders of the Securities. (e) Article 4 shall not be amended without the consent of the Holders of the Common Securities. (f) The rights of the Holders of the Common Securities under Articles 6 and 7 to increase or decrease the number of, and appoint and remove, Trustees shall not be amended without the consent of the Holders of the Common Securities. (g) Notwithstanding Section 11.1(c), this Declaration may be amended by the Sponsor and the Regular Trustees without the consent of the Holders of the Securities, provided that such amendment does not have a material adverse effect on the rights, preferences or privileges of the Holders of the Securities: -54- (i) to cure any ambiguity; (ii) to correct or supplement any provision in this Declaration that may be defective or inconsistent with any other provision of this Declaration; (iii) to add to the covenants, restrictions or obligations of the Sponsor; (iv) to conform to any change in Rule 3a-5 or written change in interpretation or application of Rule 3a-5 by any legislative body, court, government agency or regulatory authority; or (v) to modify, eliminate and add to any provision of this Declaration to ensure that the Trust will be classified as a grantor trust for United States federal income tax purposes at all times that any Securities are outstanding or to ensure that the Trust will not be required to register as an Investment Company under the Investment Company Act; provided that such modification, elimination or addition would not adversely affect in any material respect the rights, privileges or preferences of any Holder of Securities. Section 11.2 Meetings of the Holders of the Securities; Action by Written Consent. (a) Meetings of the Holders of any class of Securities may be called at any time by the Regular Trustees (or as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration, the terms of the Securities or the rules of any stock exchange on which the Preferred Securities are listed or admitted for trading. The Regular Trustees shall call a meeting of the Holders of such class if directed to do so by the Holders of at least 10% in Liquidation Amount of such class of Securities. Such direction shall be given by delivering to the Regular Trustees a writing stating that the signing Holders of the Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. The Holder or Holders of the Securities calling a meeting shall specify in writing the Securities held by such Holder or Holders, and only those Securities specified shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. (b) Except to the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of the Holders of the Securities: (i) Notice of any such meeting shall be given to all the Holders of the Securities having a right to vote thereat at least seven days and not more than 60 days before the date of such meeting. Whenever a vote, consent or approval of the Holders of the Securities is permitted or required under this Declaration or the rules of any stock exchange on which the Preferred Securities are listed or admitted for trading, such vote, consent or approval may be given at a meeting of the Holders of the Securities. Any action that may be taken at a meeting of the Holders of the Securities may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the Holders of the Securities owning not less than the minimum amount of Securities in liquidation amount that would be necessary to authorize or take such action at a meeting at which all Holders of the Securities having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting -55- shall be given to the Holders of the Securities entitled to vote who have not consented in writing. The Regular Trustees may specify that any written ballot submitted to the Holders of the Securities for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Regular Trustees. (ii) Each Holder of the Securities may authorize any Person to act for it by proxy on any or all matters in which such Holder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder of Securities executing such proxy. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation. (iii) Each meeting of the Holders of the Securities shall be conducted by the Regular Trustees or by such other Person that the Regular Trustees may designate. (iv) Unless the Business Trust Act, this Declaration, the terms of the Securities, the Trust Indenture Act or the listing rules of any stock exchange on which the Preferred Securities are then listed for trading otherwise provides, the Regular Trustees, in their sole discretion, shall establish all other provisions relating to meetings of Holders of the Securities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of the Securities, waiver of any such notice, action by consent without a meeting without prior notice, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote. ARTICLE 12 REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE Section 12.1 Representations and Warranties of the Property Trustee. The initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of such Successor Property Trustee's acceptance of its appointment as Property Trustee, that: (a) the Property Trustee is a corporation or national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration; (b) the Property Trustee satisfies the requirements set forth in Section 6.3(a); -56- (c) the execution, delivery and performance by the Property Trustee of this Declaration have been duly authorized by all necessary corporate action on the part of the Property Trustee; this Declaration has been duly executed and delivered by the Property Trustee, and it constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (d) the execution, delivery and performance of this Declaration by the Property Trustee do not conflict with, nor constitute a breach of, the articles of association or incorporation, as the case may be, or the by-laws (or other similar organizational documents) of the Property Trustee; and (e) no consent, approval or authorization of, or registration with or notice to, any state or federal banking authority is required for the execution delivery or performance by the Property Trustee of this Declaration. Section 12.2 Representations and Warranties of the Delaware Trustee. The initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of such Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee, that: (a) the Delaware Trustee satisfies the requirements set forth in Section 6.2 and has the power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration and, if it is not a natural person, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) the Delaware Trustee has been authorized to perform its obligations under the Certificate of Trust and this Declaration; and this Declaration constitutes a legal, valid and binding obligation of the Delaware Trustee under Delaware law, enforceable against it in accordance with its terms subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); and (c) no consent, approval or authorization of, or registration with or notice to, any state or federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Declaration. -57- ARTICLE 13 MISCELLANEOUS Section 13.1 Notices. All notices provided for in this Declaration shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by registered or certified mail, as follows: (a) if given to the Trust, in care of the Regular Trustees at the Trust's mailing address set forth below (or such other address as the Trust may give notice of to the Property Trustee, the Delaware Trustee and the Holders of the Securities): RC Trust II 141 Spring Street Lexington, Massachusetts 02421 Attention: [Richard A. Goglia] Telephone No: (781) 862-6600 Fax No: (781) 860-2341 (b) if given to the Delaware Trustee, at the mailing address set forth below (or such other address as the Delaware Trustee may give notice of to the Regular Trustees, the Property Trustee and the Holders of the Securities): [The Bank of New York (Delaware)] [ ] [ ] [ ] Attention: [ ] Telephone No: [( ) ] Fax No: [( ) ] (c) if given to the Property Trustee, at its Corporate Trust Office (telephone no. [( ) ] and fax no. [( ) ] (or such other address as the Property Trustee may give notice of to the Regular Trustees, the Delaware Trustee and the Holders of the Securities); (d) if given to the Holders of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holders of the Common Securities may give notice of to the Property Trustee, the Delaware Trustee and the Trust): Raytheon Company 141 Spring Street Lexington, Massachusetts 02421 Attention: Corporate Secretary Telephone No: (781) 862-6600 Fax No: (781) 860-3899 (e) if given to any Holder of Preferred Securities, at such Holder's address as set forth in the register of the Trust. -58- All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. Section 13.2 Governing Law. This Declaration and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. Section 13.3 Intention of the Parties. It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust. The provisions of this Declaration shall be interpreted in a manner consistent with such classification. Section 13.4 Headings. The headings contained in this Declaration are inserted for convenience of reference only and do not affect the interpretation of this Declaration or any provision hereof. Section 13.5 Successors and Assigns. Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed. Section 13.6 Partial Enforceability. If any provision of this Declaration or the application of such provision to any Person or circumstance is held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby. Section 13.7 Counterparts. This Declaration may contain more than one counterpart of the signature page, and this Declaration may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. -59- IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the day and year first above written. RAYTHEON COMPANY, as Sponsor and Notes Issuer By: Name: [Richard A. Goglia] Title: [Vice President and Treasurer] [THE BANK OF NEW YORK], as Property Trustee By: Name: Title: [THE BANK OF NEW YORK (DELAWARE)], as Delaware Trustee By: Name: Title: [Richard A. Goglia], as Regular Trustee [ ], as Regular Trustee [ ], as Regular Trustee [Signature page for Amended and Restated Declaration of Trust of RC Trust II] -60- EXHIBIT A FORM OF PREFERRED SECURITIES CERTIFICATE [IF THE PREFERRED SECURITY IS TO BE A GLOBAL SECURITY, INSERT A LEGEND SUBSTANTIALLY TO THE FOLLOWING EFFECT: This Preferred Security is a Global Security within the meaning of the Amended and Restated Declaration of Trust of RC TRUST II hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee of the Depositary. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Amended and Restated Declaration of Trust of RC Trust II, and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered, except in limited circumstances. Unless this Preferred Security Certificate is presented by an authorized representative of the Depositary to the issuer or its agent for registration of transfer, exchange or payment, and any Preferred Security Certificate issued is registered in the name of Cede & Co. or such other name as registered by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), and except as otherwise provided in the Amended and Restated Declaration of Trust of RC Trust II dated as of [ , ], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, Cede & Co., has an interest herein.] Certificate No. __________ Number of Preferred Securities: ___________ CUSIP No. ________________ Aggregate Liquidation Amount: $____________ Certificate Evidencing Preferred Securities of RC Trust II Preferred Securities (liquidation amount $[ ] per Preferred Security) RC Trust II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that [__________] (the "Holder") is the registered owner of ____ preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Preferred Securities (liquidation amount $[ ] per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the register of the Trust, A-1 in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in the Declaration (as defined below). The designation rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities represented hereby are issued and shall in all respect be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of [ , ] (as the same may be amended from time to time (the "Declaration")), among Raytheon Company, as Sponsor, [Richard A. Goglia][, and ], as Regular Trustees, [The Bank of New York], as Property Trustee, [The Bank of New York (Delaware)], as Delaware Trustee, and the holders from time to time, of undivided beneficial ownership interests in the assets of the Trust. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee Agreement, dated as of [ , ], as the same may be amended from time to time, of Raytheon Company, in respect of the Preferred Securities. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the terms of the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Notes as indebtedness of the Sponsor and the Preferred Securities as evidence of undivided beneficial ownership interests in the Notes. IN WITNESS WHEREOF, the Trust has executed this certificate this [ ] day of [ , ]. RC TRUST II By:________________________________________ [Richard A. Goglia], as Regular Trustee This is one of the Securities referred to in the within-mentioned Declaration. [THE BANK OF NEW YORK], as Property Trustee By:________________________________________ Title:_____________________________________ A-2 EXHIBIT B FORM OF COMMON SECURITIES CERTIFICATE THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE DECLARATION (AS DEFINED BELOW) Certificate No.______ Number of Common Securities: _______ Aggregate Liquidation Amount: $______ Certificate Evidencing Common Securities of RC Trust II Common Securities (liquidation amount $[ ] per Common Security) RC Trust II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________________ (the "Holder") is the registered owner of _________________ common securities of the Trust representing an undivided beneficial interest in the assets of the Trust designated the Common Securities (liquidation amount $[ ] per Common Security) (the "Common Securities"). Except as provided in the Declaration (as defined below), the Common Securities are not transferable, and any attempted transfer thereof shall be void. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of [ , ], (as the same may be amended from time to time, the "Declaration")), among Raytheon Company, as Sponsor, [Richard A. Goglia][, and ], as Regular Trustees, [The Bank of New York], as Property Trustee, [The Bank of New York (Delaware)], as Delaware Trustee, and the holders, from time to time, of undivided beneficial ownership interests in the assets of the Trust. The Sponsor will provide a copy of the Declaration and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the terms of the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Notes as indebtedness of the Sponsor and the Common Securities as evidence of an undivided beneficial ownership interest in the Notes. B-1 IN WITNESS WHEREOF, the Trust has executed this certificate this [ ] day of [ , ]. RC TRUST II By:_____________________________________ [Richard A. Goglia], as Regular Trustee B-2
                                                                    Exhibit 4.23

                                     FORM OF

                                RAYTHEON COMPANY

                               GUARANTEE AGREEMENT

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

                           Dated as of _____ ___, ____







 Certain Sections of this Trust Agreement relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture                                                      Trust
  Act Section                                                  Agreement Section

ss.310 (a)(1)...............................................................4.01
       (a)(2)...............................................................4.01
       (a)(3).....................................................Not Applicable
       (a)(4).....................................................Not Applicable
       (a)(5)...............................................................4.01
       (b)..................................................................2.08
       (c)........................................................Not Applicable
ss.311 (a)...............................................................2.08(b)
       (b)...............................................................2.08(b)
       (c)........................................................Not Applicable
ss.312................................................................2.02, 2.07
ss.313 (a)..................................................................2.03
       (b)..................................................................2.03
       (c)..................................................................2.03
       (d)..................................................................2.03
ss.314 (a)..................................................................2.04
       (b)........................................................Not Applicable
       (c)..................................................................2.05
       (d)........................................................Not Applicable
       (e)..................................................................1.01
ss.315 (a)..................................................................3.02
       (b)..................................................................3.01
       (c)..................................................................3.02
       (d)..................................................................3.02
       (e)........................................................Not Applicable
ss.316 (a)............................................................5.04, 2.06
       (b)..................................................................5.03
       (c)........................................................Not Applicable
ss.317......................................................................2.01
ss.318(a)...................................................................2.01

- ----------------------
NOTE: This  reconciliation  and tie shall not, for any purpose,  be deemed to be
part of the Trust Agreement.

Table of Contents Page ARTICLE I DEFINITIONS.............................................................................................1 Section 1.01 Definitions.................................................................................1 ARTICLE II TRUST INDENTURE ACT....................................................................................4 Section 2.01 Trust Indenture Act; Application............................................................4 Section 2.02 Lists of Holders of Preferred Securities....................................................5 Section 2.03 Reports by the Guarantee Trustee............................................................5 Section 2.04 Periodic Reports to the Guarantee Trustee...................................................5 Section 2.05 Evidence of Compliance with Conditions Precedent............................................5 Section 2.06 Events of Default; Waiver...................................................................6 Section 2.07 Disclosure of Information...................................................................6 Section 2.08 Conflicting Interest........................................................................6 ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE....................................................6 Section 3.01 Powers and Duties of the Guarantee Trustee..................................................6 Section 3.02 Certain Rights and Duties of the Guarantee Trustee..........................................7 Section 3.03 Not Responsible for Recitals or Issuance of Guarantee.......................................9 Section 3.04 The Guarantee Trustee May Own Preferred Securities..........................................9 Section 3.05 Moneys Received by the Guarantee Trustee to Be Held in Trust Without Interest...............9 Section 3.06 Compensation and Expenses of Guarantee Trustee..............................................9 ARTICLE IV GUARANTEE TRUSTEE.....................................................................................10 Section 4.01 Qualifications.............................................................................10 Section 4.02 Appointment, Removal and Resignation of the Guarantee Trustee..............................11 ARTICLE V GUARANTEE..............................................................................................11 Section 5.01 Guarantee..................................................................................11 Section 5.02 Waiver of Notice...........................................................................11 Section 5.03 Obligations Not Affected...................................................................12 Section 5.04 Enforcement of Guarantee...................................................................13 Section 5.05 Guarantee of Payment.......................................................................13 Section 5.06 Subrogation................................................................................13 Section 5.07 Independent Obligations....................................................................13 ARTICLE VI LIMITATION OF TRANSACTIONS; [SUBORDINATION]...........................................................14 Section 6.01 Limitation of Transactions.................................................................14 Section 6.02 [Subordination.............................................................................15 ARTICLE VII TERMINATION..........................................................................................15 Section 7.01 Termination................................................................................15 ARTICLE VIII LIMITATION OF LIABILITY; INDEMNIFICATION............................................................15 Section 8.01 Exculpation................................................................................15 Section 8.02 Indemnification............................................................................16 Section 8.03 Survive Termination........................................................................16 ARTICLE IX MISCELLANEOUS.........................................................................................16 Section 9.01 Successors and Assigns.....................................................................16 Section 9.02 Amendments.................................................................................16 Section 9.03 Notices....................................................................................17
i
Table of Contents (continued) Page Section 9.04 Genders....................................................................................17 Section 9.05 Benefit....................................................................................17 Section 9.06 Governing Law..............................................................................17 Section 9.07 Counterparts...............................................................................18 Section 9.08 [Exercise of Overallotment Option..........................................................18 Section 9.09 Limited Liability..........................................................................18
ii This GUARANTEE AGREEMENT, dated as of __________, ____, is executed and delivered by RAYTHEON COMPANY, a Delaware corporation (the "Guarantor"), and The Bank of New York, a New York banking corporation, as the initial Guarantee Trustee (as defined herein) for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of RC Trust II, a Delaware statutory business trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of ______________, ____, among the trustees of the Issuer named therein, Raytheon Company, as Sponsor, and the Holders from time to time of preferred undivided beneficial interests in the assets of the Issuer, the Issuer may issue up to $_____________ aggregate liquidation amount of its _____% [Convertible] Trust Preferred Securities (the "Preferred Securities") representing preferred undivided beneficial interests in its assets and having the terms set forth in the Declaration [, of which $_____________ liquidation amount of Preferred Securities is being issued as of the date hereof. Up to the remaining $______________ liquidation amount of Preferred Securities may be issued by the Issuer if and to the extent that the over-allotment option granted by the Guarantor and the Issuer pursuant to the Underwriting Agreement (as may be defined in the Declaration) is exercised by the Underwriters named in the Underwriting Agreement]; and WHEREAS, as incentive for the Holders to purchase Preferred Securities, the Guarantor desires to irrevocably and unconditionally agree, to the extent set forth herein, to pay to the Holders the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time. ARTICLE I DEFINITIONS Section 1.01 Definitions. (a) Capitalized terms used in this Guarantee Agreement but not defined in the preamble or recitals above have the respective meanings assigned to them in this Section 1.01. (b) A term defined anywhere in this Guarantee Agreement has the same meaning throughout. (c) All references to "the Guarantee Agreement" or "this Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented or amended from time to time. (d) All references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified. (e) A term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires. (f) A reference to the singular includes the plural and vice versa. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person. For purposes of this definition, "control" of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Business Day" has the meaning set forth in the Declaration. "Commission" means the United States Securities and Exchange Commission. "Declaration" has the meaning set forth in the recitals above. "Distributions" means the periodic distributions and other payments payable to Holders in accordance with the terms of the Preferred Securities (as set forth in the Declaration). "Event of Default" means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payment, any such default shall constitute an Event of Default only if the Guarantor shall have received notice of such default and shall not have cured such default within 60 days after receipt of such notice. ["Extension Period" has the meaning set forth in the Indenture.] "Guarantee Payments" means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions and the Redemption Price, including all accumulated and unpaid Distributions to the date of redemption, with respect to any Preferred Securities called for redemption by the Issuer but only if and to the extent that in each case the Issuer has fund legally available therefor and (ii) upon a voluntary or involuntary dissolution, winding up or termination of the Issuer (other than in connection with the distribution of Notes to Holders in exchange for Preferred Securities or the redemption of the Preferred Securities in full upon the maturity or redemption of all of the Notes as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and all accumulated and unpaid Distributions on the Preferred Securities to the date of payment, to the extent the Issuer has funds legally available therefor, and (b) the amount of assets of the Issuer remaining legally available for distribution to Holders upon liquidation of the Issuer. "Guarantee Trustee" means The Bank of New York, a New York banking corporation, in its capacity as guarantee trustee hereunder, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee -2- Agreement, and thereafter means each such Successor Guarantee Trustee, in its capacity as guarantee trustee hereunder. "Holder" means any holder, as registered on the books and records of the Issuer, of any Preferred Securities; provided, however, that in determining whether the Holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor or any Affiliate of the Guarantor. "Indemnified Person" means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, and any officers, directors, shareholders, members, partners, employees, representatives or agents of the Guarantee Trustee. "Indenture" means the Indenture dated as of July 3, 1995 between Raytheon Company and The Bank of New York, as trustee, as supplemented by the ________ Supplemental Indenture thereto dated as of _______ __, ____ (the "Supplemental Indenture"), pursuant to which the Notes are to be issued. "Majority of Outstanding Preferred Securities" means Holder(s) of outstanding Preferred Securities, voting together as a single class, who are the record owners of more than 50% of the outstanding Preferred Securities. "Notes" means the [name of series of Notes issued pursuant to the Indenture] issued to the [Property Trustee/Issuer] by Raytheon Company under the Indenture. "Officers' Certificate" means, with respect to any Person, a certificate signed by the Chairman of the Board, the President, any Vice Chairman of the Board, any Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary of such Person, and delivered to the Guarantee Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 2.04 shall be the principal executive, financial or accounting officer of the Guarantor. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include, where applicable: (i) a statement that the person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (iii) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. "Person" means a legal person, including any individual, corporation, estate, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint stock -3- company, trust, unincorporated organization or government or other agency or political subdivision thereof, or other entity of any kind. "Preferred Securities" has the meaning set forth in the recitals above. "Property Trustee" means The Bank of New York, as Property Trustee under the Declaration, or any successor trustee that is a financial institution unaffiliated with the Issuer acting as Property Trustee under the Declaration. "Redemption Price" means the amount payable on redemption of the Preferred Securities in accordance with the terms of the Preferred Securities. "Responsible Officer" means, when used with respect to the Guarantee Trustee, any officer within the corporate trust department of the Guarantee Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Guarantee Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person's knowledge of and familiarity with the particular subject and, in either case, who shall have direct responsibility for the administration of this Guarantee Agreement. "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as a Guarantee Trustee under Section 4.01. "Supplemental Indenture" has the meaning specified in the definition of Indenture. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation and the rules and regulations of the Commission promulgated thereunder. ARTICLE II TRUST INDENTURE ACT Section 2.01 Trust Indenture Act; Application. (a) This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions. (b) If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. (c) The application of the Trust Indenture Act to this Guarantee Agreement shall not affect the nature of the Preferred Securities as equity securities representing preferred undivided beneficial interests in the assets of the Issuer. -4- Section 2.02 Lists of Holders of Preferred Securities. (a) The Guarantor shall provide the Guarantee Trustee (unless the Guarantee Trustee is the registrar of the Preferred Securities) with a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders ("List of Holders") (i) as of the record date relating to the payment of any Distribution, at least [one] Business Day prior to the date for payment of such Distribution, except while the Preferred Securities are represented by one or more Global Securities, and (ii) at any other time, within 30 days of receipt by the Guarantor of a written request from the Guarantee Trustee for a List of Holders as of a date no more than 15 days before such List of Holders is given to the Guarantee Trustee; provided that in each case the Guarantor shall not be obligated to provide such List of Holders at any time that the List of Holders does not differ from the most recent List of Holders given to the Guarantee Trustee by the Guarantor. The Guarantee Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in the Lists of Holders given to it; provided that the Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders. (b) The Guarantee Trustee shall comply with its obligations under Section 312(b) of the Trust Indenture Act. Section 2.03 Reports by the Guarantee Trustee. Within 60 days after ______ of each year, commencing ______, 200_, the Guarantee Trustee shall deliver to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form, in the manner and at the times provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the other requirements of Section 313 of the Trust Indenture Act. A copy of each such report shall, at the time of such transmission to the Holders, be filed by the Guarantee Trustee with the Guarantor, with each stock exchange or quotation system upon which any Preferred Securities are listed or traded (if so listed or traded) and also with the Commission. The Guarantor agrees to notify the Guarantee Trustee when any Preferred Securities become listed on any stock exchange or quotation system and of any delisting thereof. Section 2.04 Periodic Reports to the Guarantee Trustee. The Guarantor shall provide to the Guarantee Trustee such documents, reports and information (if any) as required by Section 314(a)(1)-(3) of the Trust Indenture Act and the compliance certificates required by Section 314(a)(4) and (c) of the Trust Indenture Act, any such certificates to be provided in the form, in the manner and at the times required by Section 314(a)(4) and (c) of the Trust Indenture Act. Section 2.05 Evidence of Compliance with Conditions Precedent. The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Guarantee Agreement which relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c) may be given in the form of an Officers' Certificate. -5- Section 2.06 Events of Default; Waiver. (a) The Holders of a Majority of Outstanding Preferred Securities may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default, or impair any right consequent thereon. (b) Notwithstanding Section 2.06(a), the right of any Holder to receive payment of the Guarantee Payments in accordance with this Guarantee Agreement, or to institute suit for the enforcement of any such payment, shall not be impaired without the consent of each such Holder. Section 2.07 Disclosure of Information. The disclosure of information as to the names and addresses of the Holders in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law, or any law hereafter enacted which does not specifically refer to Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. Section 2.08 Conflicting Interest. (a) The Declaration shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. (b) The Guarantee Trustee shall comply with its obligations under Sections 310(b) and 311 of the Trust Indenture Act. ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE Section 3.01 Powers and Duties of the Guarantee Trustee. (a) This Guarantee Agreement shall be held by the Guarantee Trustee in trust for the benefit of the Holders. The Guarantee Trustee shall not transfer its right, title and interest in this Guarantee Agreement to any Person except a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Guarantee Trustee or to a Holder exercising his or her rights pursuant to Section 5.04(iv). The right, title and interest of the Guarantee Trustee to this Guarantee Agreement shall vest automatically in each Person who may hereafter be appointed as Guarantee Trustee in accordance with Article IV. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. -6- (b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders. (c) This Guarantee Agreement and all moneys received by the Guarantee Trustee in respect of the Guarantee Payments will not be subject to any right, charge, security interest, lien or claim of any kind in favor of, or for the benefit of, the Guarantee Trustee or its agents or their creditors. (d) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default actually known to a Responsible Officer of the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders, as their names and addresses appear upon the List of Holders, notice of all such Events of Default, unless such defaults shall have been cured before the giving of such notice; provided that the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default except any Event of Default as to which the Guarantee Trustee shall have received written notice or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice of such Event of Default. (e) The Guarantee Trustee shall continue to serve as a trustee until a Successor Guarantee Trustee has been appointed and accepted that appointment in accordance with Article IV. Section 3.02 Certain Rights and Duties of the Guarantee Trustee. (a) The Guarantee Trustee, before the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. (b) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement, and no implied covenants or obligations shall be read into this Guarantee Agreement against the Guarantee Trustee; and -7- (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; provided, however, that in the case of any such certificates or opinions that by any provision hereof or the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement or the Trust Indenture Act, as the case may be; (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority of Outstanding Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it. (c) Subject to the provisions of Section 3.02(a) and (b): (i) whenever in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers' Certificate, which, upon receipt of such request, shall be promptly delivered by the Guarantor; (ii) the Guarantee Trustee (A) may consult with counsel (which may be counsel to the Guarantor or any of its Affiliates and may include any of its employees) selected by it in good faith and with due care and the written advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice and opinion, and (B) shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction; (iii) the Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the -8- Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it in good faith and with due care; (iv) the Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have offered to the Guarantee Trustee security and indemnity satisfactory to the Guarantee Trustee against the costs, expenses (including attorneys' fees and expenses) and liabilities that might be incurred by it in complying with such request or direction; provided that nothing contained in this clause (iv) shall relieve the Guarantee Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived) to exercise such of the rights and powers vested in it by this Guarantee Agreement, and to use the same degree of care and skill in this exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs; and (v) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action; and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act, or as to its compliance with any of the terms and provisions of this Guarantee Agreement, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action. Section 3.03 Not Responsible for Recitals or Issuance of Guarantee The recitals contained in this Guarantee Agreement shall be taken as the statements of the Guarantor, and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee Trustee makes no representations as to the validity or sufficiency of this Guarantee Agreement. Section 3.04 The Guarantee Trustee May Own Preferred Securities. The Guarantee Trustee, in its individual or any other capacity, may become the owner or pledgee of Preferred Securities and may otherwise deal with the Guarantor with the same rights it would have if it were not the Guarantee Trustee. Section 3.05 Moneys Received by the Guarantee Trustee to Be Held in Trust Without Interest. All moneys received by the Guarantee Trustee in respect of Guarantee Payments shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Guarantee Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree in writing to pay thereon. Section 3.06 Compensation and Expenses of Guarantee Trustee. The Guarantor covenants and agrees to pay to the Guarantee Trustee from time to time, and the Guarantee Trustee shall be entitled to, such compensation as the Guarantor and the Guarantee Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a Guarantee Trustee of an express trust) for all -9- services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Guarantee Trustee, and the Guarantor will pay or reimburse the Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any of the provisions of this Guarantee Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Guarantor also covenants to indemnify each of the Guarantee Trustee or any predecessor Guarantee Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based upon, measured by, or determined by, the income, profit, franchise or doing business of the Guarantee Trustee) incurred without negligence or bad faith on the part of the Guarantee Trustee and arising out of or in connection with services rendered in accordance with this Guarantee Agreement, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Guarantor, any Holder or any other Person) of liability in the premises. The provisions of this Section 3.06 shall survive the termination of this Guarantee Agreement and resignation or removal of the Guarantee Trustee. ARTICLE IV GUARANTEE TRUSTEE Section 4.01 Qualifications. There shall at all times be a Guarantee Trustee that shall: (i) not be an Affiliate of the Guarantor; and (ii) be a national banking association or corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this clause (ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Guarantee Trustee shall cease to satisfy the requirements of clauses (i) and (ii) above, the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02. If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and the Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. -10- Section 4.02 Appointment, Removal and Resignation of the Guarantee Trustee. (a) Subject to Section 4.02(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Guarantee Trustee shall not be removed in accordance with Section 4.02(a) until a Successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.01 has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor and the Guarantee Trustee being removed. (c) The Guarantee Trustee appointed to office shall hold office until its successor shall have been appointed or until its removal or resignation. (d) The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument (a "Resignation Request") in writing signed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that no such resignation of the Guarantee Trustee shall be effective until a Successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.01 has been appointed and has accepted such appointment by instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee. (e) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.02 within 60 days after delivery to the Guarantor of a Resignation Request, the resigning Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon after such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee. ARTICLE V GUARANTEE Section 5.01 Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim which the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or to the Guarantee Trustee for remittance to the Holders or by causing the Issuer to pay such amounts to the Holders. Section 5.02 Waiver of Notice. The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other -11- notices and demands. Notwithstanding anything to the contrary herein, the Guarantor retains all of its rights under the Indenture to extend the interest payment period on the Notes and the Guarantor shall not be obligated hereunder to make any Guarantee Payment during any [Extension Period] (as defined in the Supplemental Indenture) with respect to the Distributions on the Preferred Securities. Section 5.03 Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions (other than an extension of time for payment of Distributions that result from any [Extension Period]), Redemption Price, Liquidation Distribution (as may be defined in the Declaration) or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an extension of time for payment of Distributions that result from any [Extension Period]); (c) any failure, omission, delay or lack of diligence on the part of the Guarantee Trustee or the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Guarantee Trustee or the Holders pursuant to the terms hereof or of the Preferred Securities, respectively, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Preferred Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.03 that the obligations of the Guarantor with respect to the Guarantee Payments shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Guarantee Trustee or the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing. -12- Section 5.04 Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority of Outstanding Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such payment without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Section 5.05 Guarantee of Payment. This Guarantee Agreement creates a guarantee of payment and not merely of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon the distribution of the Notes to the Holders as provided in the Declaration. Section 5.06 Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders or to the Guarantee Trustee for remittance to the Holders. Section 5.07 Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Preferred Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.03 hereof. -13- ARTICLE VI LIMITATION OF TRANSACTIONS; [SUBORDINATION] Section 6.01 Limitation of Transactions. So long as any Preferred Securities remain outstanding, and if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any Trust Enforcement Event under the Declaration or (iii) the Guarantor shall have given notice of its election of an [Extension Period] and such period, or any extension thereof, is continuing, the Guarantor shall not (1) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank equally with, or junior in interest to, the Notes in the right of payment issued by the Guarantor, [except, in the case of an [Extension Period], payments as contemplated under the Indenture], or make any guarantee payments with respect to any guarantee by the Guarantor of any debt of any of its subsidiaries if such guarantee ranks equally with or junior to the Notes in right of payment, [except, in the case of an [Extension Period], payments as contemplated under the Indenture,] or (2) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock, except, in each of cases (1) and (2), nothing contained herein shall prevent the Guarantor from (a) purchasing or acquiring its capital stock in satisfaction of its obligations under any benefit plans for the Guarantor and the Guarantor's subsidiaries' directors, officers or employees or under any dividend reinvestment plans, or pursuant to any contract or security outstanding [on the first day of any [Extension Period] requiring us to purchase our capital stock] (other than a contract or security ranking expressly by its terms on a parity with or junior to the Notes), (b) effecting the reclassification of the Guarantor's capital stock, or any exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (c) purchasing of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) declaring dividends or distributions in the Guarantor's capital stock where the dividend stock is the same stock as that on which the dividend is being paid; (e) making any declaration of a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; and (f) making any payments under this Guarantee. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 7.9 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's direct or indirect ownership of the Common Securities and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of Notes as provided in the Declaration. -14- Section 6.02 [Subordination. If applicable: This Guarantee Agreement will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to all other liabilities of the Guarantor and any guarantees of the Guarantor relating to such liabilities, except in each case those made pari passu or subordinate by their terms, and (ii) senior to all capital stock (other than the most senior preferred stock issued from time to time, if any, by the Guarantor, which preferred stock will rank pari passu with this Guarantee Agreement) and to any guarantee now or hereafter entered into by the Guarantor in respect of any of its capital stock (other than the most senior preferred stock issued by the guarantor) now or hereafter issued by the Guarantor. The Guarantor's obligations under this Guarantee Agreement will rank pari passu with respect to obligations under other securities (other than capital stock) the Guarantor may issue from time to time and other guarantee agreements which it may enter into from time to time to the extent that (i) such agreements shall provide for comparable guarantees by the Guarantor of payment on preferred securities issued by other trusts, partnerships or other entities affiliated with the Guarantor that are financing vehicles of the Guarantor and (ii) the notes or other evidences of indebtedness of the Guarantor relating to such preferred securities are subordinated, unsecured indebtedness of the Guarantor.] ARTICLE VII TERMINATION Section 7.01 Termination. This Guarantee Agreement shall terminate and be of no further force and effect (i) upon full payment of the Redemption Price of all Preferred Securities, (ii) upon the distribution of the Notes [, or any securities in to which such Notes are convertible,] to Holders and holders of Common Securities in exchange for all of the Preferred Securities and Common Securities or (iii) upon full payment of the amounts payable in accordance with the Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to the Preferred Securities or under this Guarantee Agreement. ARTICLE VIII LIMITATION OF LIABILITY; INDEMNIFICATION Section 8.01 Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Holder for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee Agreement and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee Agreement or by law, except that an Indemnified Person shall be liable for any such -15- loss, damage or claim incurred by reason of such Indemnified Person's negligence or willful misconduct with respect to such acts or omissions. (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which Distributions to Holders might properly be paid. Section 8.02 Indemnification. To the fullest extent permitted by applicable law, the Guarantor shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee Agreement and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Guarantee Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence or willful misconduct with respect to such acts or omissions. Section 8.03 Survive Termination. The provisions of Sections 8.01 and 8.02 shall survive the termination of this Guarantee Agreement or the resignation or removal of the Guarantee Trustee. ARTICLE IX MISCELLANEOUS Section 9.01 Successors and Assigns. All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assignees, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Guarantee Trustee and the Holders then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article X of the Indenture, the Guarantor shall not assign its obligations hereunder. Section 9.02 Amendments. Except with respect to any changes which do not adversely affect the rights of Holders in any material respect (in which case no consent of Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Guarantor, the Guarantee Trustee and the Holders of not less than a Majority of Outstanding Preferred Securities. The provisions of Section [] of the Declaration concerning meetings, and actions by written consent without a meeting, of Holders shall apply to the giving of such approval. -16- Section 9.03 Notices. Any notice, request or other communication required or permitted to be given hereunder shall be in writing, in English, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows: (a) if given to the Guarantor, to the address set forth below or such other address as the Guarantor may give notice of to the Holders: Raytheon Company 141 Spring Street Lexington, Massachusetts 02421 Attention: General Counsel (b) if given to the Guarantee Trustee, to the address set forth below or such other address as the Guarantee Trustee may give notice of to the Holders: The Bank of New York 101 Barclay Street Floor 21 West New York, New York 10286 Attention: Corporate Trust Administration (c) if given to any Holder, at the address set forth on the books and records of the Issuer. All notices hereunder shall be deemed to have been given when (i) received in person, (ii) telecopied with receipt confirmed, or (iii) mailed by first class mail, postage prepaid, when received, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. Section 9.04 Genders. The masculine, feminine and neuter genders used herein shall include the masculine, feminine and neuter genders. Section 9.05 Benefit. This Guarantee Agreement is solely for the benefit of the Guarantee Trustee and the Holders and, subject to Section 3.01(a), is not separately transferable from the Preferred Securities. Section 9.06 Governing Law. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK -17- (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS). Section 9.07 Counterparts. This Guarantee Agreement may be executed in counterparts, each of which shall be an original; but such counterparts shall together constitute one and the same instrument. Section 9.08 [Exercise of Overallotment Option. If and to the extent that Preferred Securities are issued by the Issuer upon exercise of the overallotment option referred to in the first WHEREAS clause, the Guarantor agrees to give prompt notice thereof to the Guarantee Trustee but the failure to give such notice shall not relieve the Guarantor of any of its obligations hereunder.] Section 9.09 Limited Liability. Neither the Guarantee Trustee nor the Holders, in their capacities as such, shall be personally liable for any liabilities or obligations of the Guarantor arising out of this Guarantee Agreement. The parties further hereby agree that the Holders, in their capacities as such, shall be entitled to the same limitation of personal liability extended to the stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. [Remainder of Page Intentionally Left Blank] -18- THIS GUARANTEE AGREEMENT is executed as of the day and year first above written. RAYTHEON COMPANY By:____________________________________ Name: Title: THE BANK OF NEW YORK as Guarantee Trustee By:____________________________________ Name: Title: -19-
                                                                     Exhibit 5.1





April 5, 2002


Raytheon Company
141 Spring Street
Lexington, MA  02421


Ladies and Gentlemen:

         I am Senior Vice President and General Counsel of Raytheon  Company,  a
Delaware  Corporation  (the  "Company"),   and  am  rendering  this  opinion  in
connection  with  a  registration  statement  on  Form  S-3  (the  "Registration
Statement")  to be filed on or about the date  hereof by the  Company  and by RC
Trust  II, a  statutory  business  trust  formed  under the laws of the State of
Delaware  (the  "Trust"),  with the  Securities  and  Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act"). The Registration Statement relates to the proposed issuance and sale from
time to time  pursuant  to Rule 415 under the  Securities  Act of the  following
securities of the Company (the  "Registered  Securities"):  (i) unsecured senior
debt securities (the "Senior Debt Securities"), (ii) unsecured subordinated debt
securities (the  "Subordinated Debt Securities" and collectively with the Senior
Debt Securities, the "Debt Securities"),  (iii) shares of preferred stock, $0.01
par value per share (the "Preferred Stock"),  (iv) shares of common stock, $0.01
par value per share (the  "Common  Stock"),  (v) warrants to purchase any of the
securities described in clauses (i) to (iv) (collectively, the "Warrants"), (vi)
preferred securities of the Trust (the "Trust Preferred Securities"), (viii) the
Company's  guarantees  with respect to the Trust Preferred  Securities  (each, a
"Guarantee"  and,  collectively,  the  "Guarantees"),  (ix) the Company's  stock
purchase contracts (the "Stock Purchase  Contracts") and (x) the Company's stock
purchase  units (the  "Stock  Purchase  Units"),  consisting  of Stock  Purchase
Contracts and Trust Preferred Securities.  The following opinion is furnished to
the Company to be filed with the  Commission as Exhibit 5.1 to the  Registration
Statement under the Securities Act.

         Each series of the Senior Debt Securities will be issued pursuant to an
indenture  relating to Senior Debt  Securities  dated as of July 3, 1995 between
the Company and The Bank of New York,  as Trustee (the "Senior  Indenture")  and
each series of the  Subordinated  Debt  Securities will be issued pursuant to an
indenture  relating to  Subordinated  Debt  Securities  dated as of July 3, 1995
between  the  Company and The Bank of New York,  as Trustee  (the  "Subordinated
Indenture"), as each such indenture may be supplemented,  in connection with the
issuance of each such series,  by a supplemental  indenture or other appropriate
action of the Company  creating such series (each, a "Supplemental  Indenture").
Each  Guarantee will be issued  pursuant to a guarantee  agreement to be entered
into  between  the  Company  and The  Bank of New  York,  as  guarantee  trustee
thereunder  (each, a "Guarantee  Agreement"  and,  collectively,  the "Guarantee
Agreements"). Each Stock Purchase Contract will be issued pursuant to a purchase
contract  agreement  between the  Company and The Bank of New York,  as purchase
contract agent (the "Purchase Agreement").

Raytheon Company
April 5, 2002
Page 2


         As Senior Vice  President  and General  Counsel of the Company,  I have
examined and am familiar with the Restated  Certificate of  Incorporation of the
Company,  as amended to date. I am also familiar with the corporate  proceedings
taken by the Board of Directors  of the Company to  authorize  the filing of the
Registration Statement and the issuance of the Registered Securities.

         In connection with this opinion, I have examined  originals,  or copies
certified  or  otherwise  identified  to my  satisfaction,  of  such  documents,
corporate   records  and  other  instruments  as  I  have  deemed  necessary  or
appropriate for the purpose of this opinion.

         In  connection  with  the  foregoing,  I  have  assumed  and  have  not
independently  verified:  (i) the genuineness of all signatures on all documents
examined  by  me,  (ii)  the  legal  capacity  of  natural  persons,  (iii)  the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents  submitted to me as copies, (iv) the Registration
Statement,  and any amendments  thereto (including  post-effective  amendments),
will have become effective under the Securities Act; (v) a prospectus supplement
will have been filed with the Securities and Exchange Commission  describing the
Securities  offered  thereby;  (vi) all  Securities  will be issued  and sold in
compliance with applicable  federal and state  securities laws and in the manner
stated in the Registration  Statement and the applicable prospectus  supplement;
(vii) a definitive  purchase,  underwriting or similar agreement with respect to
any Securities  offered will have been duly authorized and validly  executed and
delivered by the Company and the other parties  thereto;  (viii) any  securities
issuable upon  conversion,  exchange,  redemption or exercise of any  Securities
being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such  conversion,  exchange,  redemption or exercise and (ix) with
respect to shares of Common  Stock or  Preferred  Stock  offered,  there will be
sufficient  shares of  Common  Stock or  Preferred  Stock  authorized  under the
Company's Charter Documents and not otherwise reserved for issuance.

         Based upon the foregoing,  and subject to the assumptions,  limitations
and qualifications set forth herein, I am of the opinion that:

         1. The Company is a corporation  duly organized and validly existing in
good standing under the laws of the State of Delaware.

         2. The Debt Securities  registered  under the  Registration  Statement,
when duly  authorized,  executed,  authenticated  and delivered  against payment
therefor  or upon  the  exercise  of  Debt  Warrants,  and (in the  case of Debt
Securities  acquired upon the exercise of Debt  Warrants) when the Company shall
have received any additional  consideration which is payable upon such exercise,
will be validly issued and will constitute binding obligations of the Company in
accordance  with their  terms,  subject to  applicable  bankruptcy,  insolvency,
fraudulent  transfer,   reorganization,   moratorium  or  other  laws  affecting
creditors'  rights  generally  from  time  to  time  in  effect  and to  general
principles of equity.

         3. The shares of  Preferred  Stock  registered  under the  Registration
Statement,  when duly  authorized and issued against payment  therefor,  or upon
exercise  of  Preferred  Stock  Warrants,  and (in the case of  Preferred  Stock
acquired on the exercise of Preferred  Stock  Warrants)  when the Company  shall
have received any additional  consideration which is payable upon such exercise,
will be validly issued, fully paid and nonassessable.

                                      -2-

Raytheon Company
April 5, 2002
Page 3

         4. The  shares  of  Common  Stock  registered  under  the  Registration
Statement,  when duly authorized and issued for consideration having a value not
less than the par value thereof, or upon the exercise of Warrants,  and when (in
the case of Common Stock issued upon the exercise of Warrants) the Company shall
have received any additional  consideration which is payable upon such exercise,
will be validly issued, fully paid and nonassessable.

         5. The Warrants registered under the Registration Statement,  when duly
executed and delivered against payment therefor, pursuant to a warrant agreement
or  agreements  duly  authorized,  executed  and  delivered by the Company and a
warrant agent, will be legally issued, and will be legal and binding obligations
of the Company in accordance with their respective terms,  subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
laws affecting  creditors'  rights  generally from time to time in effect and to
general principles of equity.

         6. The Guarantee Agreements, when duly authorized, validly executed and
delivered  by each of the parties  thereto in  connection  with the issuance and
sale of Trust Preferred  Securities,  when the Company has received the purchase
price for the Senior Debt  Securities  or the  Subordinated  Debt  Securities to
which such Guarantee  Agreement  relates and when such  Guarantee  Agreement has
been duly qualified  under the Trust  Indenture Act, will  constitute the legal,
valid and binding obligation of the Company,  enforceable against the Company in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
fraudulent  transfer,   reorganization,   moratorium  or  other  laws  affecting
creditors'  rights  generally  from  time  to  time  in  effect  and to  general
principles of equity.

         7.  Stock  Purchase   Contracts   registered   under  the  Registration
Statement,  when (i) the Purchase Agreement has been duly authorized and validly
executed  and  delivered  by the parties  thereto;  (ii) the Board has taken all
necessary  corporate  action to approve  and  establish  the terms of such Stock
Purchase Contracts and to authorize and approve the issuance thereof,  the terms
of the offering thereof and related  matters;  and (iii) when the Stock Purchase
Contracts have been duly executed and delivered in accordance  with the Purchase
Agreement  and the  applicable  definitive  purchase,  underwriting  or  similar
agreement   approved  by  or  on  behalf  of  the  Board  upon  payment  of  the
consideration  therefor provided for therein,  will constitute legal,  valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance  with their  terms,  subject to  applicable  bankruptcy,  insolvency,
fraudulent  transfer,   reorganization,   moratorium  or  other  laws  affecting
creditors'  rights  generally  from  time  to  time  in  effect  and to  general
principles of equity.

                                      -3-


Raytheon Company
April 5, 2002
Page 4



         I express no opinion  herein as to the laws of any  jurisdiction  other
than the laws of the Commonwealth of Massachusetts,  the General Corporation Law
of the State of Delaware and the federal  laws of the United  States of America,
and I express no opinion as to state securities or blue sky laws.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to me under the  heading  "Legal
Matters" in the Prospectuses  constituting a part of the Registration Statement.
In giving such consent,  I do not thereby  concede that I am within the category
of persons whose consent is required  under Section 7 of the  Securities  Act or
the rules and regulations of the Commission promulgated thereunder.

                                                     Very truly yours,


                                                     /s/ Neal E. Minahan
                                                     Neal E. Minahan



                                      -4-

                                                                     Exhibit 5.2






                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]




                                               April 4, 2002



RC Trust II
c/o Raytheon Company
141 Spring Street
Lexington, Massachusetts  02421

                  Re:      RC Trust II

Ladies and Gentlemen:

                  We  have  acted  as  special  Delaware  counsel  for  Raytheon
Company,  a Delaware  corporation (the  "Company"),  and RC Trust II, a Delaware
business trust (the "Trust"),  in connection  with the matters set forth herein.
At your request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination  of documents  has been limited to the  examination  of originals or
copies of the following:

                  (a) The  Certificate of Trust of the Trust,  dated as of April
4, 2001 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on April 4, 2001;

                  (b) The  Declaration of Trust of the Trust,  dated as of April
4, 2001,  between the Company,  as sponsor,  and the trustees of the Trust named
therein;

                  (c) A form of Amended and Restated Declaration of Trust of the
Trust (including  Exhibits A and B thereto) (the  "Declaration"),  to be entered
into among the Company, as sponsor, the trustees of the Trust named therein, and
the holders,  from time to time, of undivided beneficial interests in the assets
of the Trust,  attached as an exhibit to the Registration  Statement (as defined
below);





RC Trust II
April 4, 2002
Page 2



                  (d) The Registration  Statement on Form S-3 (the "Registration
Statement"),  including a prospectus (the  "Prospectus"),  relating to the trust
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust (each,  a "Preferred  Security"  and  collectively,  the
"Preferred  Securities"),  as  proposed to be filed by the Company and the Trust
with the  Securities and Exchange  Commission  (the "SEC") on or about April 5,
2002; and

                  (e) A Certificate of Good Standing for the Trust,  dated April
3, 2002, obtained from the Secretary of State.

                  Capitalized  terms used herein and not  otherwise  defined are
used as defined in the Declaration.

                  For  purposes  of this  opinion,  we  have  not  reviewed  any
documents  other than the documents  listed in paragraphs (a) through (e) above.
In  particular,  we have not  reviewed any  document  (other than the  documents
listed  in  paragraphs  (a)  through  (e)  above)  that  is  referred  to  in or
incorporated  by reference  into the  documents  reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent  with the opinions stated herein.  We have conducted no independent
factual  investigation  of our  own but  rather  have  relied  solely  upon  the
foregoing  documents,  the statements and  information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents  examined by us, we have assumed
(i) the  authenticity of all documents  submitted to us as authentic  originals,
(ii) the  conformity  with the  originals  of all  documents  submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For  purposes of this  opinion,  we have  assumed (i) that the
Declaration  and the  Certificate are in full force and effect and have not been
amended,  (ii) except to the extent provided in paragraph 1 below,  that each of
the parties to the documents examined by us has been duly created,  organized or
formed,  as the case may be, and is validly  existing in good standing under the
laws of the  jurisdiction  governing  its creation,  organization  or formation,
(iii) the legal  capacity of natural  persons  who are parties to the  documents
examined by us, (iv) that each of the  parties to the  documents  examined by us
has the  power  and  authority  to  execute  and  deliver,  and to  perform  its
obligations under, such documents, (v) that each of the parties to the documents
examined by us has duly authorized,  executed and delivered such documents, (vi)
the receipt by each Person to whom





RC Trust II
April 4, 2002
Page 3



a Preferred Security is to be issued by the Trust (collectively,  the "Preferred
Security  Holders")  of a  Preferred  Security  Certificate  for such  Preferred
Security  and  the  payment  for  the  Preferred  Security  acquired  by it,  in
accordance with the Declaration and the Registration  Statement,  and (vii) that
the Preferred  Securities are issued and sold to the Preferred  Security Holders
in accordance with the Declaration and the Registration  Statement.  We have not
participated  in the  preparation  of the  Registration  Statement and assume no
responsibility for its contents.

                  This  opinion is limited to the laws of the State of  Delaware
(excluding  the  securities  laws of the  State  of  Delaware),  and we have not
considered  and  express  no  opinion  on the  laws of any  other  jurisdiction,
including federal laws and rules and regulations  relating thereto. Our opinions
are  rendered  only with  respect to Delaware  laws and rules,  regulations  and
orders thereunder that are currently in effect.

                  Based upon the  foregoing,  and upon our  examination  of such
questions  of law and  statutes of the State of  Delaware as we have  considered
necessary  or  appropriate,  and  subject  to the  assumptions,  qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly  existing in
good standing as a business trust under the Delaware Business Trust Act (12 Del.
C.ss.3801, et seq.).

                  2. The Preferred  Securities will represent valid and, subject
to  the   qualifications  set  forth  in  paragraph  3  below,  fully  paid  and
nonassessable undivided beneficial interests in the assets of the Trust.

                  3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders  of private  corporations  for profit  organized  under the General
Corporation  Law of the State of Delaware.  We note that the Preferred  Security
Holders may be obligated to make payments as set forth in the Declaration.

                  We consent to the  filing of this  opinion  with the SEC as an
exhibit to the Registration Statement. In addition, we hereby consent to the use
of  our  name  under  the  heading  "Validity  of  Offered  Securities"  in  the
Prospectus.  In giving the foregoing  consents,  we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended,  or the rules and regulations of the SEC
thereunder. Except as stated above, without our prior written





RC Trust II
April 4, 2002
Page 4


consent,  this opinion may not be furnished or quoted to, or relied upon by, any
other Person for any purpose.

                                          Very truly yours,

                                          /s/ Richards, Layton & Finger, P.A.
                                          Richards, Layton & Finger, P.A.


BJK/ENF



                                                                    EXHIBIT 12.1
RAYTHEON COMPANY STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (dollar amounts in millions except for ratio) (excludes RE&C for all years except for interest, which includes RE&C) FISCAL YEAR ENDED 1997 1998 1999 2000 2001 ------ ------ ------ ------ ------ Income from continuing operations before taxes per statements of income $ 760 $1,707 $ 898 $ 877 $ 117 Add: Fixed charges 429 815 861 878 810 Amortization of capitalized interest 2 2 2 2 2 Less: Capitalized interest 4 2 2 2 1 ------ ------ ------ ------ ------ Income as adjusted $1,187 $2,522 $1,759 $1,755 $ 928 ====== ====== ====== ====== ====== Fixed charges: Portion of rents representative of interest factor $ 28 $ 74 $ 119 $ 97 $ 95 Interest costs 397 739 740 779 714 Capitalized interest 4 2 2 2 1 ------ ------ ------ ------ ------ Fixed Charges 429 815 861 878 810 ------ ------ ------ ------ ------ Equity security distributions -- -- -- -- 163 ------ ------ ------ ------ ------ Combined fixed charges and preferred stock dividends $ 429 $ 815 $ 861 $ 878 $ 973 ====== ====== ====== ====== ====== Ratio of earnings to combined fixed charges and preferred stock dividends 2.8 3.1 2.0 2.0 --(1) ====== ====== ====== ====== ====== (1) Historical earnings were insufficient to cover fixed charges by $45 million for the year ended December 31, 2001. Because the Company's effective tax rate for the year ended December 31, 2001 was 95.7 percent, earnings of $163 million were required to cover $7 million of equity security distributions.
                                                                    EXHIBIT 23.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-3 of our report dated  January 24,  2002,  except as to the
second,  sixth and ninth  paragraphs of Note B, the fourth  paragraph of Note C,
the sixth  paragraph  of Note P and the  information  in Note T, as to which the
date is March 12, 2002, relating to the consolidated financial statements, which
appears in the 2001 Annual Report to Stockholders,  which is included in Exhibit
13 on Form 10-K for the year ended  December  31,  2001.  We also consent to the
incorporation  by reference of our report dated January 24, 2002 relating to the
financial statement schedule,  which appears in such Annual Report on Form 10-K.
We also  consent to the  reference  to us under the  heading  "Experts"  in such
Registration Statement.




/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, MA
April 5, 2002