Termination, Replacement and Restatement Agreement - Raytheon Co., BancAmerica Robertson Stephens, Citicorp USA, Morgan Guaranty Trust Co. of New York, and The Chase Manhattan Bank


          TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this 'TRR
Agreement') dated as of May 1, 1998, among RAYTHEON COMPANY (formerly HE
Holdings, Inc.), a Delaware corporation (the 'Borrower'), the financial
institutions listed in Annex I hereto under the captions 'Continuing Lenders'
(the 'Continuing Lenders') and 'Additional Lenders' (the 'Additional Lenders',
and together with the Continuing Lenders, the 'Lenders'), BANCAMERICA ROBERTSON
STEPHENS, as Syndication Agent, CITICORP USA, INC. AND MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Documentation Agents, and THE CHASEMANHATTAN BANK, a New
York banking corporation, as administrative agent for the Lenders. Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the New Credit Agreement (as defined below).

          WHEREAS, the Borrower, the Continuing Lenders, certain other lenders
and the Administrative Agent are parties to an 364-day Credit Agreement dated as
of May 30, 1997 (the 'Original Credit Agreement');

          WHEREAS, the Original Credit Agreement is to be terminated as provided
herein; and

          WHEREAS, the Continuing Lenders and the Additional Lenders are
willing, subject to the terms and conditions of this TRR Agreement, to replace
the Original Credit Agreement with a new credit agreement as provided herein.

          NOW, THEREFORE, in consideration of the mutual agreements contained in
this TRR Agreement and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

          SECTION 1. Replacement and Restatement. Subject to the conditions set
forth in Section 3 hereof:

          (a) the Original Credit Agreement, including all schedules and
exhibits thereto, is hereby terminated, subject to applicable provisions set
forth therein as to the survival of certain rights and obligations, and
simultaneously replaced by a new credit agreement (the 'New Credit Agreement')
identical in form and substance to the Original Credit Agreement except as
expressly set forth below.

          (b) The heading of the New Credit Agreement shall read as follows:

          'FACILITY H 364-DAY CREDIT AGREEMENT dated as of May 1, 1998, among
RAYTHEON COMPANY, a Delaware corporation (the 'Borrower'), the Lenders (as
defined in Article I), BANCAMERICA ROBERTSON STEPHENS, as Syndication Agent, (in
such capacity the 'Syndication Agent'), CITICORP USA, INC. AND MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Documentation Agents, (in such capacity, each a
'Documentation Agent' and, collectively, the 'Documentation Agents' and, THE
CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent
(in such capacity, the 'Administrative Agent') for the Lenders.'

and all references to the 'Closing Date' in the New Credit Agreement shall be
deemed to refer to May 1, 1998.

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          (c) (i) The definition of 'Maturity Date' in Section 1.01 of the New
Credit Agreement shall read as follows:

                  ' 'Maturity Date' shall mean April 30, 1999.'

          (d) All references to the 'Raytheon Credit Agreements' in the New
Credit Agreement shall be deemed to refer to the Raytheon Credit Agreements and
any replacements and restatements thereof.

          (e) Section 3.05 of the New Credit Agreement shall read as follows:

          'The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet, statement of income and statement of cash flows as of and for the
fiscal year ended December 31, 1997, audited by and accompanied by the opinion
of Coopers & Lybrand, independent public accountants. Such financial statements
present fairly the financial condition and results of operations of the Borrower
and its consolidated Subsidiaries as of such date and for such period. Such
balance sheet and the notes thereto disclose all material liabilities, direct or
contingent, of the Borrower and its consolidated Subsidiaries as of the date
thereof. Such financial statements were prepared in accordance with GAAP applied
on a consistent basis.'

          (f) Section 3.06 of the New Credit Agreement shall read as follows:

          'There has been no material adverse change in the business, assets,
operations or condition, financial or otherwise, of the Borrower and the
Subsidiaries, taken as a whole, since December 31, 1997.'

          (g) The references to 'May 30, 1997' in Exhibit A, Exhibit B, Exhibit
C, Exhibit D-1, Exhibit D-2, Exhibit D-3 and Exhibit D-4 of the Original Credit
Agreement shall be changed to references to 'May 1, 1998' in the New Credit
Agreement.

          (h) Schedule 2.01 to the New Credit Agreement shall be in the form of
Schedule 2.01 to this TRR Agreement.

          SECTION 2. Representations and Warranties. The Borrower represents and
warrants to each of the Lenders that:

          (a) This TRR Agreement and the New Credit Agreement have been duly
authorized and, in the case of this TRR Agreement, executed and delivered by it
and constitute its legal, valid and binding obligations enforceable in
accordance with their terms.

          (b) The representations and warranties set forth in Article III of the
New Credit Agreement, after giving effect to this TRR Agreement, are true and
correct in all material respects on the date hereof, with the same effect as if
made on the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date.

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          (c) Before and after giving effect to this TRR Agreement, no Default
or Event of Default has occurred and is continuing.

          SECTION 3. Conditions to Effectiveness. This TRR Agreement shall
become effective as of May 1, 1998 (the 'Effective Date') upon the occurrence of
the following conditions precedent:

          (a) The Administrative Agent shall have received counterparts of this
TRR Agreement which, when taken together, bear the signatures of all the parties
hereto.

          (b) The Administrative Agent shall have received, on behalf of itself
and the Lenders, a favorable written opinion of counsel to the Borrower,
substantially to the effect set forth in Exhibits E and F of the Original Credit
Agreement but referring to this TRR Agreement and the New Credit Agreement, (i)
dated the date hereof, (ii) addressed to the Administrative Agent and the
Lenders, and (iii) covering such other matters relating to this TRR Agreement
and the transactions contemplated hereby as the Administrative Agent shall
reasonably request, and the Borrower hereby instructs such counsel to deliver
such opinion.

          (c) All legal matters incident to this TRR Agreement, the New Credit
Agreement and the Borrowings and extensions of credit hereunder shall be
satisfactory to the Lenders and to Cravath, Swaine & Moore, counsel for the
Administrative Agent.

          (d) The Administrative Agent shall have received on the date hereof
(i) a copy of the certificate or articles of incorporation, including all
amendments thereto, of the Borrower, certified as of a recent date by the
Secretary of State of the State of Delaware, and a certificate as to the good
standing of the Borrower as of a recent date, from such Secretary of State; (ii)
a certificate of the Secretary or Assistant Secretary of the Borrower dated the
date hereof and certifying (A) that attached thereto is a true and complete copy
of the by-laws of the Borrower as in effect on the date hereof and at all times
since a date prior to the date of the resolutions described in clause (B) below,
(B) that attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of the Borrower authorizing this TRR Agreement
and the execution, delivery and performance of this TRR Agreement and the
borrowings under the New Credit Agreement, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, (C) that
the certificate or articles of incorporation of the Borrower have not been
amended since the date of the last amendment thereto shown on the certificate of
good standing furnished pursuant to clause (i) above, and (D) as to the
incumbency and specimen signature of each officer executing this TRR Agreement
or any other document delivered in connection herewith on behalf of the
Borrower; (iii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to (ii) above; and (iv) such other documents as the Lenders
or Cravath, Swaine & Moore, counsel for the Administrative Agent, may reasonably
request.

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          (e) The Administrative Agent shall have received a certificate, dated
the date hereof and signed by a Financial Officer of the Borrower, confirming
compliance with the representations and warranties set forth in paragraphs (b)
and (c) of Section 2.

          (f) The Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the date hereof, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder.

          (g) The commitments under the 364-day Credit Agreement dated as of May
30, 1997, among the Borrower, the lenders party thereto, BankAmerica Robertson
Stephens, as Syndication Agent, Citicorp USA, Inc. and Morgan Guaranty Trust
Company of New York, as Documentation Agents, and the Chase Manhattan Bank, as
administrative agent shall have been terminated and all principal, interest and
other amounts outstanding thereunder (including all Fees accrued thereunder to
the Closing Date) shall have been paid in full.

          SECTION 4. Applicable Law. THIS TRR AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

          SECTION 5. Original Credit Agreement. Until the occurrence of the
Effective Date as provided in Section 3 hereof, the Original Credit Agreement
shall continue in full force and effect in accordance with the provisions
thereof and the rights and obligations of the parties thereto shall not be
affected hereby, and all Fees and interest accruing under the Old Credit
Agreement shall continue to accrue at the rates provided for therein.

          SECTION 6. Counterparts. This TRR Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract.

          SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this TRR
Agreement including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.


          IN WITNESS WHEREOF, the parties hereto have caused this TRR Agreement
to be duly executed by their respective authorized officers as of the day and
year first written above.

RAYTHEON COMPANY,

By:
Name: Herbert Deitcher
Title: Senior VP and Treasurer

THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,

By:
Name:
Title: