Purchase Contract Agreement - Raytheon Co. and Bank of New York


                           PURCHASE CONTRACT AGREEMENT



                                     BETWEEN

                                RAYTHEON COMPANY

                                       AND


                              THE BANK OF NEW YORK,
                           AS PURCHASE CONTRACT AGENT






                             DATED AS OF MAY 9, 2001







                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I.  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 1.1.    Definitions.............................................1
      Section 1.2.    Compliance Certificates and Opinions...................11
      Section 1.3.    Form of Documents Delivered to Purchase Contract
                        Agent................................................12
      Section 1.4.    Acts of Holders; Record Dates..........................13
      Section 1.5.    Notices................................................14
      Section 1.6.    Notice to Holders; Waiver..............................15
      Section 1.7.    Effect of Headings and Table of Contents...............15
      Section 1.8.    Successors and Assigns.................................15
      Section 1.9.    Separability Clause....................................15
      Section 1.10.   Benefits of Agreement..................................16
      Section 1.11.   Governing Law..........................................16
      Section 1.12.   Legal Holidays.........................................16
      Section 1.13.   Counterparts...........................................16
      Section 1.14.   Inspection of Agreement................................16

ARTICLE II.  CERTIFICATE FORMS

      Section 2.1.   .Forms of Certificates Generally........................16
      Section 2.2.   .Form of Purchase Contract Agent's Certificate of
                        Authentication.......................................17

ARTICLE III.  THE UNITS

      Section 3.1.    Title and Terms; Denominations.........................18
      Section 3.2.    Rights and Obligations Evidenced by the
                        Certificates.........................................18
      Section 3.3.    Execution, Authentication, Delivery and Dating.........19
      Section 3.4.    Temporary Certificates.................................19
      Section 3.5.    Registration; Registration of Transfer and Exchange....20
      Section 3.6.    Book-Entry Interests...................................21
      Section 3.7.    Notices to Holders.....................................22
      Section 3.8.    Appointment of Successor Clearing Agency...............22
      Section 3.9.    Definitive Certificates................................22
      Section 3.10.   Mutilated, Destroyed, Lost and Stolen Certificates.....22
      Section 3.11.   Persons Deemed Owners..................................23
      Section 3.12.   Cancellation...........................................24
      Section 3.13.   Establishment of Stripped Units........................24
      Section 3.14.   Reestablishment of Normal Units........................26
      Section 3.15.   Transfer of Collateral upon Occurrence of
                        Termination Event....................................27
      Section 3.16.   No Consent to Assumption...............................27




                                       i




                                                                            Page


ARTICLE IV.  THE TRUST PREFERRED SECURITIES

      Section 4.1.    Payment of Distribution; Rights to Distributions
                        Preserved; Notice....................................28
      Section 4.2.    Notice and Voting......................................28
      Section 4.3.    Distribution of Notes..................................29

ARTICLE V.  THE PURCHASE CONTRACTS; THE REMARKETING

      Section 5.1.    Purchase of Shares of Common Stock.....................30
      Section 5.2.    Payment of Purchase Price; Remarketing.................32
      Section 5.3.    Issuance of Shares of Common Stock.....................35
      Section 5.4.    Adjustment of Settlement Rate..........................36
      Section 5.5.    Notice of Adjustments and Certain Other Events.........41
      Section 5.6.    Termination Event; Notice..............................42
      Section 5.7.    Early Settlement.......................................42
      Section 5.8.    Early Settlement Upon Merger...........................44
      Section 5.9.    Charges and Taxes......................................45
      Section 5.10.   No Fractional Shares...................................46
      Section 5.11.   Contract Adjustment Payments...........................46

ARTICLE VI.  REMEDIES

      Section 6.1.    Unconditional Right of Holders to Receive Contract
                        Adjustment Payments and to Purchase Common Stock.....47
      Section 6.2.    Restoration of Rights and Remedies.....................47
      Section 6.3.    Rights and Remedies Cumulative.........................48
      Section 6.4.    Delay or Omission Not Waiver...........................48
      Section 6.5.    Undertaking for Costs..................................48
      Section 6.6.    Waiver of Stay or Extension Laws.......................48

ARTICLE VII.  THE PURCHASE CONTRACT AGENT

      Section 7.1.    Certain Duties and Responsibilities....................49
      Section 7.2.    Notice of Default......................................49
      Section 7.3.    Certain Rights of Purchase Contract Agent..............50
      Section 7.4.    Not Responsible for Recitals or Issuance of Units......51
      Section 7.5.    May Hold Units.........................................51
      Section 7.6.    Money Held in Custody..................................51
      Section 7.7.    Compensation and Reimbursement.........................51
      Section 7.8.    Corporate Agent Required; Eligibility..................52
      Section 7.9.    Resignation and Removal; Appointment of Successor......52
      Section 7.10.   Acceptance of Appointment by Successor.................54
      Section 7.11.   Merger, Conversion, Consolidation or Succession
                        to Business..........................................54
      Section 7.12.   Preservation of Information; Communications to
                        Holders..............................................55
      Section 7.13.   No Obligations of Purchase Contract Agent..............55




                                       ii





                                                                            Page


     Section 7.14.   Tax Compliance.........................................55

ARTICLE VIII.  SUPPLEMENTAL AGREEMENTS

      Section 8.1.    Supplemental Agreements Without Consent of Holders.....56
      Section 8.2.    Supplemental Agreements with Consent of Holders........56
      Section 8.3.    Execution of Supplemental Agreements...................57
      Section 8.4.    Effect of Supplemental Agreements......................58
      Section 8.5.    Reference to Supplemental Agreements...................58

ARTICLE IX.  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      Section 9.1.    Covenant Not to Merge, Consolidate, Sell or Convey
                        Property Except Under Certain Conditions.............58
      Section 9.2.    Rights and Duties of Successor Corporation.............58
      Section 9.3.    Opinion of Counsel Given to Purchase Contract Agent....59

ARTICLE X.  COVENANTS

      Section 10.1.   Performance Under Purchase Contracts...................59
      Section 10.2.   Maintenance of Office or Agency........................59
      Section 10.3.   Company to Reserve Common Stock........................60
      Section 10.4.   Covenants as to Common Stock...........................60
      Section 10.5.   Statements of Officer of the Company as to Default.....60


EXHIBITS

EXHIBIT A...      Form of Normal Units Certificate
EXHIBIT B...      Form of Stripped Units Certificate
EXHIBIT C...      Instruction from Purchase Contract Agent to Collateral Agent
EXHIBIT D...      Instruction to Purchase Contract Agent
EXHIBIT E...      Form of Remarketing Agreement






         PURCHASE CONTRACT AGREEMENT, dated as of May 9, 2001, between Raytheon
Company, a Delaware corporation (the "Company"), and The Bank of New York, a New
York banking corporation, acting as purchase contract agent for the Holders of
Units from time to time (the "Purchase Contract Agent").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Units.

         All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Purchase Contract Agent, as provided in this
Agreement, the valid obligations of the Company, and to constitute this
Agreement a valid agreement of the Company, in accordance with its terms, have
been done.

                                   WITNESSETH:

         For and in consideration of the premises and the purchase of the Units
by the Holders thereof, it is mutually agreed as follows:

       ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

         (a) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;
     and nouns and pronouns of the masculine gender include the feminine and
     neuter genders;

         (b) all accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with generally accepted accounting
     principles in the United States;

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

         (d) the following terms have the meanings given to them in this
     Section 1.1(e).

         "Act" when used with respect to any Holder, has the meaning specified
in Section 1.4.





         "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

         "Agent-purchased Treasury Consideration" has the meaning specified in
Section 5.2(b)(i).

         "Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Applicable Market Value" has the meaning specified in Section 5.1.

         "Applicable Ownership Interest" has the meaning set forth in the
Declaration.

         "Applicable Principal Amount" has the meaning set forth in the
Declaration.

         "Bankruptcy Code" means Title 11 of the United States Code, or any
other law of the United States that from time to time provides a uniform system
of bankruptcy laws.

         "Beneficial Owner" means, with respect to a Book-Entry Interest, a
Person who is the beneficial owner of such Book-Entry Interest as reflected on
the books of the Clearing Agency or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).

         "Board of Directors" means either the Board of Directors of the Company
or the Executive Committee of such Board or any other committee of such Board
duly authorized to act generally or in any particular respect for the Board
hereunder.

         "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or the 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, (ii) a copy of a unanimous written consent of the Board of
Directors or (iii) a certificate signed by the authorized officer or officers to
whom the Board of Directors has delegated its authority, and in each case,
delivered to the Purchase Contract Agent.

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 3.6.

         "Business Day" means 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, regulation or executive order to be closed.

         "Cash Merger" has the meaning set forth in Section 5.8.

         "Certificate" means a Normal Units Certificate or a Stripped Units
Certificate.



                                       2





         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as a
depositary for the Units 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 units.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Price" has the meaning specified in Section 5.1.

         "Collateral" has the meaning specified in Section 2.1 of the Pledge
Agreement.

         "Collateral Agent" means Bank One Trust Company, N.A., as Collateral
Agent under the Pledge Agreement until a successor Collateral Agent shall have
become such pursuant to the applicable provisions of the Pledge Agreement, and
thereafter "Collateral Agent" shall mean the Person who is then the Collateral
Agent thereunder.

         "Collateral Substitution" has the meaning specified in Section 3.13.

         "Commission" means the Securities and Exchange Commission.

         "Common Securities" has the meaning specified in Section 7.1(a) of the
Declaration.

         "Common Stock" means the class B common stock, par value $0.01 per
share, of the Company as such class may be reclassified, with the class A common
stock, par value $0.01 per share, of the Company into one new class of common
stock of the Company as set forth in the Prospectus under "Description of Our
Class A and Class B Common Stock -- Reverse/Forward Stock Split" and
"--Reclassification of our Existing Two Classes of Common Stock into a Single
New Class of Common Stock."

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

         "Constituent Person" has the meaning specified in Section 5.4(b).

         "Contract Adjustment Payments" means the payments payable quarterly in
arrears by the Company on the Payment Dates in respect of each Purchase
Contract, equal to 1.25% per annum of the Stated Amount, computed (i) for any
full quarterly period on the basis of a 360-day year of twelve 30-day months,
(ii) for any period shorter than a full quarterly period for which such payments
are calculated, on the basis of a 30-day month and (iii) for periods of less
than a month, the actual number of days elapsed per 30-day month.

         "Corporate Trust Office" means the principal corporate trust office of
the Purchase Contract Agent at which, at any particular time, its corporate
trust business shall be administered, which office at the date hereof is located
at 101 Barclay Street, Floor 21W, New York, New




                                       3



                                     



York 10286, Attn: Corporate Trust Administration, or such other address as the
Trustee may designate from time to time by notice to the Holders and the Company

         "Coupon Rate" means the percentage rate per annum at which each Note
will bear interest initially.

         "Current Market Price" has the meaning specified in Section 5.4(a)(8).

         "Custodial Agent" means Bank One Trust Company, N.A., as Custodial
Agent under the Pledge Agreement until a successor Custodial Agent shall have
become such pursuant to the applicable provisions of the Pledge Agreement, and
thereafter "Custodial Agent" shall mean the Person who is then the Custodial
Agent thereunder.

         "Declaration" means the Amended and Restated Declaration of Trust,
dated as of May 9, 2001, of RC Trust I among the Company, as the Sponsor and the
trustees named therein for the benefit of the holders from time to time of
undivided beneficial ownership interests in the assets of the Trust.

         "Depositary" means, initially, DTC, until another Clearing Agency
becomes its successor.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "Early Settlement" has the meaning specified in Section 5.7(a).

         "Early Settlement Amount" has the meaning specified in section 5.7(a).

         "Early Settlement Date" has the meaning specified in Section 5.7(a).

         "Early Settlement Rate" has the meaning specified in section 5.7(b).

         "Exchange Act" means 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.

         "Expiration Date" has the meaning specified in Section 1.4.

         "Expiration Time" has the meaning specified in Section 5.4(a)(6).

         "Failed Remarketing" has the meaning specified in Section 5.2(b)(ii).

         "Global Certificate" means a Certificate that evidences all or part of
the Units and is registered in the name of a Depositary or a nominee thereof.

         "Global Trust Preferred Security Certificate" means a certificate
evidencing the rights and obligations of a Holder in respect of the number of
Trust Preferred Securities specified on such certificate and which is registered
in the name of a Clearing Agency or a nominee thereof.



                                       4





         "Holder" means the Person in whose name the Unit evidenced by a Normal
Units Certificate and/or a Stripped Units Certificate is registered in the
related Normal Units Register and/or the Stripped Units Register, as the case
may be.

         "Indenture" means the Indenture, dated as of July 3, 1995, as
supplemented by a First Supplemented Indenture, dated as of May 2, 2001, and by
a Second Supplemental Indenture, dated as of the date hereof, in each case,
between the Company and The Bank of New York, as trustee.

         "Indenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture, or any successor thereto.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Company by the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice-President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary (or other officer
performing similar functions) of the Company and delivered to the Purchase
Contract Agent.

         "Liquidation Distribution" means the distribution of the Subordinated
Notes, in the event of any voluntary or involuntary dissolution of the Trust, to
the Holders of the Securities on the date of such dissolution from the assets of
the Trust, after satisfaction (whether by payment or reasonable provision for
payment) of liabilities to creditors of the Trust, and which shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities.

         "Merger Early Settlement" has the meaning specified in Section 5.8.

         "Merger Early Settlement Amount" has the meaning specified in
Section 5.8.

         "Merger Early Settlement Date" has the meaning specified in
Section 5.8.

         "NYSE" has the meaning specified in Section 5.1.

         "Normal Unit" means the collective rights and obligations of a Holder
of a Normal Units Certificate in respect of a Trust Preferred Security or the
appropriate Treasury Consideration, as the case may be, subject in each case to
the Pledge thereof, and the related Purchase Contract.

         "Normal Units Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Normal Units specified
on such certificate, substantially in the form of Exhibit A hereto.

         "Normal Units Register" and "Normal Units Registrar" have the
respective meanings specified in Section 3.5.

         "Notes" means the series of subordinated securities of the Company
designated the 7.00% Subordinated Notes due 2006", to be issued by the Company
under the Indenture.




                                       5





         "Officer's Certificate" means a certificate signed by the Chief
Executive Officer, the Chief Financial Officer, the President, any
Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary (or other officer performing similar functions) of the
Company and delivered to the Purchase Contract Agent.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company or an Affiliate and
who shall be reasonably acceptable to the Purchase Contract Agent.

         "Opt-out Treasury Consideration" has meaning specified in Section
5.2(b)(iv).

         "Outstanding" or "Outstanding Securities" means, as of the date of
determination, all Normal Units or Stripped Units evidenced by Certificates
theretofore authenticated, executed and delivered under this Agreement, except:

                  (i) If a Termination Event has occurred, (A) Stripped Units
         and (B) Normal Units for which the related Trust Preferred Security or
         the appropriate Treasury Consideration, or a Liquidation Distribution
         in respect of such Trust Preferred Security, as the case may be, has
         been theretofore deposited with the Purchase Contract Agent in trust
         for the Holders of such Normal Units;

                  (ii) Normal Units and Stripped Units evidenced by Certificates
         theretofore cancelled by the Purchase Contract Agent or delivered to
         the Purchase Contract Agent for cancellation or deemed cancelled
         pursuant to the provisions of this Agreement; and

                  (iii) Normal Units and Stripped Units evidenced by
         Certificates in exchange for or in lieu of which other Certificates
         have been authenticated, executed on behalf of the Holder and delivered
         pursuant to this Agreement, other than any such Certificate in respect
         of which there shall have been presented to the Purchase Contract Agent
         proof satisfactory to it that such Certificate is held by a potential
         purchaser in whose hands the Normal Units or Stripped Units Evidenced
         by such Certificate are valid obligations of the Company;

provided, that in determining whether the Holders of the requisite number of the
Normal Units or Stripped Units have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Normal Units or Stripped Units
owned by the Company or any Affiliate of the Company shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Purchase
Contract Agent shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Normal Units or
Stripped Units which a Responsible Officer of the Purchase Contract Agent knows
to be so owned shall be so disregarded. Normal Units or Stripped Units so owned
which have been pledged in good faith may be regarded as Outstanding Securities
if the pledgee establishes to the satisfaction of the Purchase Contract Agent
the pledgee's right so to act with respect to such Normal Units or Stripped
Units and that the pledgee is not the Company or any Affiliate of the Company.




                                       6





         "Payment Date" means each February 15, May 15, August 15 and November
15, commencing August 15, 2001.

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

         "Pledge" means the pledge under the Pledge Agreement of the Trust
Preferred Securities, the Treasury Securities or the appropriate Treasury
Consideration, in each case constituting a part of the Units, property, cash,
securities, financial assets and security entitlements of the Collateral
Agreement (as defined in the Pledge Agreement), the Notes delivered to the
Collateral Agent upon liquidation of the Trust, and any proceeds of any of the
foregoing.

         "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent, on its own behalf and
as attorney-in-fact for the Holders from time to time of the Units.

         "Pledged Trust Preferred Securities" has the meaning set forth in the
Pledge Agreement.

         "Pledged Treasury Consideration" has the meaning set forth in the
Pledge Agreement.

         "Pledged Treasury Securities" has the meaning set forth in the Pledge
Agreement.

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

         "Predecessor Certificate" means a Predecessor Normal Units Certificate
or a Predecessor Stripped Units Certificate.

         "Predecessor Normal Units Certificate" of any particular Normal Units
Certificate means every previous Normal Units Certificate evidencing all or a
portion of the rights and obligations of the Company and the Holder under the
Normal Units evidenced thereby; and, for the purposes of this definition, any
Normal Units Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Normal Units
Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Normal Units
Certificate.

         "Predecessor Stripped Units Certificate" of any particular Stripped
Units Certificate means every previous Stripped Units Certificate evidencing all
or a portion of the rights and obligations of the Company and the Holder under
the Stripped Units evidenced thereby; and, for the purposes of this definition,
any Stripped Units Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Stripped Units




                                       7





Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Stripped
Units Certificate.

         "Property Trustee" means The Bank of New York, as property trustee
under the Declaration, or any successor thereto that is a financial institution
unaffiliated with the Company.

         "Prospectus" means the final Prospectus Supplement dated May 3, 2001 of
the Company and the Trust relating to the Units, supplementing the Prospectus
dated April 6, 2001 of the Company and the Trust.

         "Purchase Contract" when used with respect to any Unit, means the
contract forming a part of such Unit and obligating the Company to (i) sell and
the Holder of such Unit to purchase Common Stock and (ii) pay the Holder
Contract Adjustment Payments in each case on the terms and subject to the
conditions set forth in Article Five hereof.

         "Purchase Contract Settlement Fund" has the meaning specified in
Section 5.3.

         "Purchase Price" has the meaning specified in Section 5.1.

         "Purchased Shares" has the meaning specified in Section 5.4(a)(6).

         "Quarterly Payment Date" means each February 15, May 15, August 15 and
November 15 commencing August 15, 2001. 

         "Record Date" for the Contract Adjustment Payments and any other 
distributions payable on any Payment Date means, as to any Global Certificate, 
the Business Day next preceding such Payment Date, and as to any other 
Certificate, a day selected by the Company which shall be more than one 
Business Day but less than 60 Business Days prior to such Payment Date.

         "Redemption Amount" has the meaning set forth in the Declaration.

         "Redemption Price" has the meaning set forth in the Declaration.

         "Register" means the Normal Units Register and the Stripped Units
Register.

         "Registrar" means the Normal Units Registrar and the Stripped Units
Registrar.

         "Remarketing Agent" has the meaning specified in Section 5.2(b)(i).

         "Remarketing Agreement" means the Remarketing Agreement to be entered
into by and among the Company, the Remarketing Agent and the Purchase Contract
Agent.

         "Remarketing Date" means the third Business Day preceding February 15,
2004.

         "Remarketing Fee" has the meaning specified in Section 5.2(b)(i).

         "Remarketing Value" has the meaning specified in Section 5.2(b)(i).




                                       8





         "Reorganization Event" has the meaning specified in Section 5.4(b).

         "Reset Rate" has the meaning set forth in the Declaration.

         "Responsible Officer" means, when used with respect to the Purchase
Contract Agent, any officer within the corporate trust department of the
Purchase Contract Agent (or any successor of the Purchase Contract Agent),
including any Vice President, any assistant Vice President, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or any
other officer of the Purchase Contract Agent 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 who shall have direct responsibility for the administration of this
Agreement.

         "Securities" means the Common Securities and the Trust Preferred
Securities.

         "Securities Act" means 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.

         "Securities Intermediary" means Bank One Trust Company, N.A., in its
capacity as Securities Intermediary under the Pledge Agreement, together with
its successors in such capacity.

         "Separate Trust Preferred Securities" has the meaning set forth in the
Pledge Agreement.

         "Settlement Date" means any Early Settlement Date or Merger Early
Settlement Date or the Stock Purchase Date.

         "Settlement Rate" has the meaning specified in Section 5.1.

         "Stated Amount" means, with respect to any one Trust Preferred
Security, Normal Unit or Stripped Unit, $50.

         "Stock Purchase Date" means May 15, 2004.

         "Stripped Unit" means the collective rights and obligations of a holder
of a Stripped Units Certificate in respect of a 1/20 undivided beneficial
ownership interest in a Treasury Security, subject in each case to the Pledge
thereof, and the related Purchase Contract.

         "Stripped Units Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Stripped Units specified
on such certificate, substantially in the form of Exhibit B hereto.

         "Stripped Units Register" and "Stripped Units Registrar" have the
respective meanings specified in Section 3.5.

         "Subordinated Notes" has the meaning set forth in the Declaration.




                                       9





         "Subordinated Notes Issueer" has the meaning set forth in the
Declaration.

         "Subsequent Remarketing" has the meaning set forth in the Remarketing
Agreement.

         "Subsequent Remarketing Date" means, provided there has been one or
more Failed Remarketings, the date on which the Remarketing Agent has conducted
a successful remarketing in accordance with Section 5.2 hereof, such date in no
event hereby later than the Business Day.

         "Tax Event" means 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 Subordinated Notes, (ii)
interest [(or original issue discount)] payable by the Subordinated Notes Issuer
on the Subordinated Notes is not, or within 90 days of the date of such opinion
will not be, deductible by the Subordinated 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 the date by the Subordinated Notes 
Issuer on which the Subordiated Notes are redeemed pursuant to a Tax Event 
Redemption pursuant to the Indenture.

         "Tax Event Redemption Date" means the date specified by the
Subordinated Notes Issuer on which the Subordinated Notes are redeemed pursuant
to a Tax Event Redemption pursuant to the Indenture.

         "Termination Date" means the date, if any, on which a Termination Event
occurs.

         "Termination Event" means the occurrence of any of the following
events: (i) at any time on or prior to the Stock Purchase Date, a judgment,
decree or court order shall have been entered granting relief under the
Bankruptcy Code or any other similar Federal or state law, adjudicating the
Company to be insolvent, or approving as properly filed a petition seeking
reorganization or liquidation of the Company, and, unless such judgment, decree
or order shall have been entered within 60 days prior to the Stock Purchase
Date, such decree or order shall have continued undischarged and unstayed for a
period of 60 days; or (ii) a judgment, decree or court order for the appointment
of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency
of the Company or of its property, or for the winding up or liquidation of its
affairs, shall have been entered, and, unless such judgment, decree or order
shall have been entered within 60 days prior to the Stock Purchase Date, such
judgment, decree or order shall have continued undischarged and unstayed for a
period of 60 days, or (iii) at any time on or prior to the Stock Purchase Date
the Company shall file a petition for relief under the Bankruptcy Code or any
other similar federal or state law, or shall consent to the filing of a
bankruptcy proceeding against it, or shall




                                       10





file a petition or answer or consent seeking reorganization or liquidation under
the Bankruptcy Code or any other similar federal or state law, or shall consent
to the filing of any such petition, or shall consent to the appointment of a
receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it
or of its property, or shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they become
due.

         "Threshold Appreciation Price" has the meaning specified in Section
5.1.

         "TIA" means the Trust Indenture Act of 1939, as amended and the rules
and regulations of the Commission promulgated thereunder.

         "Trading Day" has the meaning specified in Section 5.1.

         "Treasury Consideration" means the Purchase Contract Agent-purchased
Treasury Consideration or the Opt-out Treasury Consideration.

         "Treasury Security" means a zero coupon U.S. Treasury security (CUSIP
Number 912820BJ5 maturing on May 15, 2004 that will pay $1,000 on such maturity
date.

         "Trust" means RC Trust I, a statutory business trust formed under the
laws of the State of Delaware, or any successor thereto by merger or
consolidation.

         "Trust Preferred Securities" means the 7.00% Trust Preferred Securities
of the Trust, each having a stated liquidation amount of $50 per share,
representing, together with the Common Securities, undivided beneficial
ownership interests in the assets of the Trust.

         "Trust Securities Guarantee" means the guarantee issued by the Company
for the benefit of the holders of the Securities pursuant to the Guarantee
Agreement dated as of May 9, 2001 between the Company and The Bank of New York,
as Guarantee Trustee with respect to the Securities.

         "Underwriting Agreement" means the Terms Agreement dated May 3, 2001
between the Company and the Underwriters named therein which incorporated by
reference and amended the Company's Underwriting Agreement for Debt Securities.

         "Unit" means a Normal Unit or a Stripped Unit, as the case may be.

         "Vice President" means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president."

         Section 1.2. Compliance Certificates and Opinions. Except as otherwise
expressly provided by this Agreement, upon any application or request by the
Company to the Purchase Contract Agent to take any action under any provision of
this Agreement, the Company shall furnish to the Purchase Contract Agent an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Agreement relating to the proposed action have been complied with
and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent, if any,
have been complied




                                       11





with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Agreement relating to such particular application or request, no additional
certificate or opinion need be furnished.

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

                  (1) a statement that the 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 such individual, he or
         she has made such examination or investigation as is necessary to
         enable such individual 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 such
         individual, such condition or covenant has been complied with.

         Section 1.3. Form of Documents Delivered to Purchase Contract Agent. 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 Agreement, they may, but need not, be consolidated and
form one instrument.




                                       12





         Section 1.4. Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement 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 Purchase Contract Agent 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 Agreement and (subject to Section 7.1)
conclusive in favor of the Purchase Contract Agent and the Company, if made in
the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Purchase Contract
Agent deems sufficient.

         (c) The ownership of Units shall be proved by the Normal Units Register
or the Stripped Units Register, as the case may be.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate 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 Purchase
Contract Agent or the Company in reliance thereon, whether or not notation of
such action is made upon such Certificate.

         (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Units. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Normal Units and the Outstanding Stripped Units, as
the case may be, on such record date, and no other Holders, shall be entitled to
take the relevant action with respect to the Normal Units or the Stripped Units,
as the case may be, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite number of
Outstanding Securities on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite number of Outstanding Securities on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Purchase
Contract Agent in writing and to each Holder of Units in the manner set forth in
Section 1.6.




                                       13





         With respect to any record date set pursuant to this Section, the
Company may designate any date as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Purchase Contract Agent in writing, and to each Holder of Units
in the manner set forth in Section 1.6, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date
set pursuant to this Section, the Company shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         Section 1.5. Notices. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or
permitted by this Agreement to be made upon, given or furnished to, or filed
with:

                  (1) the Purchase Contract Agent by any Holder or by the
         Company shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if made, given, furnished or filed
         in writing and personally delivered, mailed, first-class postage
         prepaid, telecopied or delivered by overnight air courier guaranteeing
         next day delivery, to the Purchase Contract Agent at The Bank of New
         York, 101 Barclay Street, Floor 21W, New York, New York 10286,
         Attention: Corporate Trust Administration, telecopy: (212) 815-5915, or
         at any other address furnished in writing by the Purchase Contract
         Agent to the Holders and the Company; or

                  (2) the Company by the Purchase Contract Agent or by any
         Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if made, given, furnished or filed
         in writing and personally delivered, mailed, first-class postage
         prepaid, telecopied or delivered by overnight air courier guaranteeing
         next day delivery, to the Company at Raytheon Company, 141 Spring
         Street, Lexington, Massachusetts, 02421, telephone: (781) 862-6600,
         Attention: Corporate Secretary, or at any other address furnished in
         writing to the Purchase Contract Agent by the Company; or

                  (3) the Collateral Agent by the Purchase Contract Agent, the
         Company or any Holder shall be sufficient for every purpose hereunder
         (unless otherwise herein expressly provided) if made, given, furnished
         or filed in writing and personally delivered, mailed, first-class
         postage prepaid, telecopied or delivered by overnight air courier
         guaranteeing next day delivery, addressed to the Collateral Agent at
         Bank One Trust Company, N.A., 153 West 51st Street, New York, NY 10019,
         Attention: Corporate Trust Services Division, telecopy: (212) 373-1384,
         or at any other address furnished in writing by the Collateral Agent to
         the Purchase Contract Agent, the Company and the Holders; or




                                       14





                  (4) the Property Trustee by the Company shall be sufficient
         for every purpose hereunder (unless otherwise herein expressly
         provided) if made, given, furnished or filed in writing and personally
         delivered, mailed, first-class postage prepaid, telecopied or delivered
         by overnight air courier guaranteeing next day delivery, addressed to
         the Property Trustee at The Bank of New York, 101 Barclay Street, Floor
         21W, New York, New York 10286, Attention: Corporate Trust
         Administration, telecopy: (212) 815-5915 or at any other address
         furnished in writing by the Property Trustee to the Company; or

                  (5) the Indenture Trustee by the Company shall be sufficient
         for every purpose hereunder (unless otherwise herein expressly
         provided) if made, given, furnished or filed in writing and personally
         delivered or mailed, first-class postage prepaid, telecopied or
         delivered by overnight air courier guaranteeing next day delivery,
         addressed to the Indenture Trustee at The Bank of New York, 101 Barclay
         Street, Floor 21W, New York, New York 10286, Attention: Corporate Trust
         Administration, telecopy: (212) 815-5915 or at any other address
         furnished in writing by the Indenture Trustee to the Company.

         Section 1.6. Notice to Holders; Waiver. Where this Agreement provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at its
address as it appears in the applicable Register, not later than the latest
date, and not earlier than the earliest date, 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 Agreement 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 Purchase
Contract Agent, 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 Purchase
Contract Agent shall constitute a sufficient notification for every purpose
hereunder.

         Section 1.7. 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 1.8. Successors and Assigns. All covenants and agreements in
this Agreement by the Company shall bind its successors and assigns, whether so
expressed or not.

         Section 1.9. Separability Clause. In case any provision in this
Agreement or in the securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof and
thereof shall not in any way be affected or impaired thereby.




                                       15





         Section 1.10. Benefits of Agreement. Nothing in this Agreement or in
the Units, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and, to the extent provided hereby, the
Holders, any benefits or any legal or equitable right, remedy or claim under
this Agreement. The Holders from time to time shall be beneficiaries of this
Agreement and shall be bound by all of the terms and conditions hereof and of
the Units evidenced by their Certificates by their acceptance of delivery of
such Certificates.

         Section 1.11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         Section 1.12. Legal Holidays. In any case where any Payment Date shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement or the Normal Units Certificates) any payments on the Purchase
Contract or on the Trust Preferred Securities shall not be made on such date,
but such payments shall be made on the next succeeding Business Day with the
same force and effect as if made on such Payment Date, provided that no interest
or distributions shall accrue or be payable by the Company for the period from
and after any such Payment Date, except that, if such next succeeding Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day with the same force and effect as if made on
such Payment Date.

         In any case where the Stock Purchase Date shall not be a Business Day,
then (notwithstanding any other provision of this Agreement or the
Certificates), the Purchase Contracts shall not be performed on such date, but
the Purchase Contracts shall be performed on the immediately following Business
Day with the same force and effect as if performed on the Stock Purchase Date.

         Section 1.13. Counterparts. This Agreement may be executed in any
number of counterparts by the parties hereto, each of which, when so executed
and delivered, shall. be deemed an original, but all such counterparts shall
together constitute one and the same instrument.

         Section 1.14. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times during normal business hours at the
Corporate Trust Office for inspection by any Holder.


                         ARTICLE II. CERTIFICATE FORMS

         Section 2.1. Forms of Certificates Generally. The Normal Units
Certificates (including the form of Purchase Contract forming part of the Normal
Units evidenced thereby) shall be in substantially the form set forth in Exhibit
A hereto, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange or quotation
system on which the Normal Units are listed or quoted for trading or any
depositary therefor, or as may,




                                       16





consistently herewith, be determined by the officers of the Company executing
such Normal Units Certificates, as evidenced by their execution of the Normal
Units Certificates.

         The definitive Normal Units Certificates shall be printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers of the Company executing such Normal Units
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

         The Stripped Units Certificates (including the form of Purchase
Contracts forming part of the Stripped Units evidenced thereby) shall be in
substantially the form set forth in Exhibit B hereto, with such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as may be required by the rules of any
securities exchange or the quotation system on which the Stripped Units may be
listed or quoted for trading or any depositary therefor, or as may, consistently
herewith, be determined by the officers of the Company executing such Stripped
Units Certificates, as evidenced by their execution of the Stripped Units
Certificates.

         The definitive Stripped Units Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such
Stripped Units Certificates, consistent with the provisions of this Agreement,
as evidenced by their execution thereof.

         Every Global Certificate authenticated, executed on behalf of the
Holders and delivered hereunder shall bear a legend in substantially the
following form:

            THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
            PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS
            REGISTERED IN THE NAME OF THE DEPOSITORY TRUST CORPORATION OR A
            NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR
            IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
            CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
            ANY PERSON OTHER THAN THE DEPOSITORY TRUST CORPORATION SUCH CLEARING
            AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
            DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

         Section 2.2. Form of Purchase Contract Agent's Certificate of
Authentication. The form of the Purchase Contract Agent's certificate of
authentication of the Normal Units shall be in substantially the form set forth
on the form of the Normal Units Certificates.

         The form of the Purchase Contract Agent's certificate of authentication
of the Stripped Units shall be in substantially the form set forth on the form
of the Stripped Units Certificates.




                                       17





                             ARTICLE III. THE UNITS

         Section 3.1. Title and Terms; Denominations. The aggregate number of
Normal Units and Stripped Units, if any, evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 15,000,000 (17,250,000 if the Underwriters' over-allotment option
pursuant to the Underwriting Agreement is exercised in full), except for
Certificates authenticated, executed and delivered upon registration of transfer
of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4,
3.5, 3.10, 3.13, 3.14, 5.7 or 8.5.

         The Certificates shall be issuable only in registered form and only in
denominations of a single Unit and any integral multiple thereof.

         Section 3.2. Rights and Obligations Evidenced by the Certificates(a) .
Each Normal Units Certificate shall evidence the number of Normal Units
specified therein, with each such Normal Unit representing the ownership by the
Holder thereof of a beneficial ownership interest in a Trust Preferred Security
or the appropriate Treasury Consideration, as the case may be, subject to the
Pledge of such Trust Preferred Security or such Treasury Consideration, as the
case may be, by such Holder pursuant to the Pledge Agreement, and the rights and
obligations of the Holder thereof and the Company under one Purchase Contract.
The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the
Holder of each Normal Unit shall pledge, pursuant to the Pledge Agreement, the
Trust Preferred Security or the appropriate Treasury Consideration, as the case
may be, forming a part of such Normal Unit, to the Collateral Agent and grant to
the Collateral Agent a security interest in the right, title, and interest of
such Holder in such Trust Preferred Security or such Treasury Consideration, as
the case may be, for the benefit of the Company, to secure the obligation of the
Holder under each Purchase Contract to purchase the Common Stock of the Company.
Prior to the purchase of shares of Common Stock under each Purchase Contract,
such Purchase Contracts shall not entitle the Holders of Normal Units
Certificates to any of the rights of a holder of shares of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or for the election of directors of the Company or
for any other matter, or any other rights whatsoever as stockholders of the
Company.

         (b) Each Stripped Units Certificate shall evidence the number of
Stripped Units specified therein, with each such Stripped Unit representing the
ownership by the Holder thereof of a 1/20 undivided beneficial ownership
interest in a Treasury Security, subject to the Pledge of such interest in such
Treasury Security by such Holder pursuant to the Pledge Agreement, and the
rights and obligations of the Holder thereof and the Company under one Purchase
Contract. Prior to the purchase of shares of Common Stock under each Purchase
Contract, such Purchase Contracts shall not entitle the Holders of Stripped
Units Certificates to any of the rights of a holder of shares of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or for the election of directors of the Company or
for any other matter, or any other rights whatsoever as stockholders of the
Company.




                                       18





         Section 3.3. Execution, Authentication, Delivery and Dating(a) .
Subject to the provisions of Sections 3.13 and 3.14, upon the execution and
delivery of this Agreement, and at any time and from time to time thereafter,
the Company may deliver Certificates executed by the Company to the Purchase
Contract Agent for authentication, execution on behalf of the Holders and
delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

         (b) The Certificates shall be executed on behalf of the Company by the
Chief Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary (or other officer performing similar functions) of the
Company and delivered to the Purchase Contract Agent. The signature of any of
these officers on the Certificates may be manual or facsimile.

         (c) Certificates 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 Certificates
or did not hold such offices at the date of such Certificates.

         (d) No Purchase Contract evidenced by a Certificate shall be valid
until such Certificate has been executed on behalf of the Holder by the manual
signature of an authorized signatory of the Purchase Contract Agent, as such
Holder's attorney-in-fact. Such signature by an authorized signatory of the
Purchase Contract Agent shall be conclusive evidence that the Holder of such
Certificate has entered into the Purchase Contracts evidenced by such
Certificate.

         (e) Each Certificate shall be dated the date of its authentication.

         (f) No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by an authorized signatory of the Purchase Contract Agent by
manual signature, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

         Section 3.4. Temporary Certificates(a) . Pending the preparation of
definitive Certificates, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the Holders, and deliver, in lieu of such definitive Certificates,
temporary Certificates which are in substantially the form set forth in Exhibit
A or Exhibit B hereto, as the case may be, with such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Normal Units or Stripped Units, as the case may
be, are listed, or as may, consistent herewith, be determined by the officers of
the Company executing such Certificates, as evidenced by their execution of the
Certificates.




                                       19





         (b) If temporary Certificates are issued, the Company will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office, at the expense of the Company and
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Certificates, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like number of
Normal Units or Stripped Units, as the case may be, as the temporary Certificate
or Certificates so surrendered. Until so exchanged, the temporary Certificates
shall in all respects evidence the same benefits and the same obligations with
respect to the Normal Units or Stripped Units, as the case may be, evidenced
thereby as definitive Certificates.

         Section 3.5. Registration; Registration of Transfer and Exchange(a) .
The Purchase Contract Agent shall keep at the Corporate Trust Office a register
(the "Normal Units Register") in which, subject to such reasonable regulations
as it may prescribe, the Purchase Contract Agent shall provide for the
registration of Normal Units Certificates and of transfers of Normal Units
Certificates (the Purchase Contract Agent, in such capacity, the "Normal Units
Registrar") and a register (the "Stripped Units Register") in which, subject to
such reasonable regulations as it may prescribe, the Purchase Contract Agent
shall provide for the registration of the Stripped Units Certificates and
transfers of Stripped Units Certificates (the Purchase Contract Agent, in such
capacity, the "Stripped Units Registrar").

         (b) Upon surrender for registration of transfer of any Certificate at
the Corporate Trust Office, the Company shall execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate,
execute on behalf of the designated transferee or transferees, and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of like tenor and denominations, and evidencing a like number of
Normal Units or Stripped Units, as the case may be.

         (c) At the option of the Holder, Certificates may be exchanged for
other Certificates, of like tenor and denominations and evidencing a like number
of Normal Units or Stripped Units, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office. Whenever any
Certificates are so surrendered for exchange, the Company shall execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holder, and deliver the Certificates
which the Holder making the exchange is entitled to receive.

         (d) All Certificates issued upon any registration of transfer or
exchange of a Certificate shall evidence the ownership of the same number of
Normal Units or Stripped Units, as the case may be, and be entitled to the same
benefits and subject to the same obligations, under this Agreement as the Normal
Units or Stripped Units, as the case may be, evidenced by the Certificate
surrendered upon such registration of transfer or exchange.




                                       20





         (e) Every Certificate presented or surrendered for registration of
transfer or for exchange shall (if so required by the Purchase Contract Agent)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Purchase Contract Agent duly executed, by
the Holder thereof or its attorney duly authorized in writing.

         (f) No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Purchase Contract Agent may
require payment from the Holder 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 Certificates, other than any exchanges pursuant to
Sections 3.6, 3.9 and 8.5 not involving any transfer.

         (g) Notwithstanding the foregoing, the Company shall not be obligated
to execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder
and deliver any Certificate presented or surrendered for registration of
transfer or for exchange on or after the Business Day immediately preceding the
earlier of the Stock Purchase Date or the Termination Date. In lieu of delivery
of a new Certificate, upon satisfaction of the applicable conditions specified
above in this Section and receipt of appropriate registration or transfer
instructions from such Holder, the Purchase Contract Agent shall (i) if the
Stock Purchase Date has occurred, deliver the shares of Common Stock issuable in
respect of the Purchase Contracts forming a part of the Units evidenced by such
Certificate, (ii) in the case of Normal Units, if a Termination Event shall have
occurred prior to the Stock Purchase Date, transfer the Trust Preferred
Securities or the appropriate Treasury Consideration, as applicable, relating to
such Normal Units, or (iii) in the case of Stripped Units, if a Termination
Event shall have occurred prior to the Stock Purchase Date, transfer the
Treasury Securities relating to such Stripped Units, in each case subject to the
applicable conditions and in accordance with the applicable provisions of
Article Five.

         Section 3.6. Book-Entry Interests. The Certificates, on original
issuance, will be issued in the form of one or more, fully registered Global
Certificates, to be delivered to the Depositary by, or on behalf of, the
Company. Such Global Certificate shall initially be registered on the books and
records of the Company in the name of Cede & Co., the nominee of the Depositary,
and no Beneficial Owner will receive a definitive Certificate representing such
Beneficial Owner's interest in such Global Certificate, except as provided in
Section 3.9. The Purchase Contract Agent shall enter into an agreement with the
Depositary if so requested by the Company. Unless and until definitive, fully
registered Certificates have been issued to Beneficial Owners pursuant to
Section 3.9:

                  (a) the provisions of this Section 3.6 shall be in full force
         and effect;

                  (b) the Company shall be entitled to deal with the Clearing
         Agency for all purposes of this Agreement (including making Contract
         Adjustment Payments and receiving approvals, votes or consents
         hereunder) as the Holder of the Units and the sole holder of the Global
         Certificate(s) and shall have no obligation to the Beneficial Owners;




                                       21




                  (c) to the extent that the provisions of this Section 3.6
         conflict with any other provisions of this Agreement, the provisions of
         this Section 3.6 shall control; and

                  (d) the rights of the Beneficial Owners shall be exercised
         only through the Clearing Agency and shall be limited to those
         established by law and agreements between such Beneficial Owners and
         the Clearing Agency and/or the Clearing Agency Participants. The
         Clearing Agency will make book-entry transfers among Clearing Agency
         Participants.

         Section 3.7. Notices to Holders. Whenever a notice or other
communication to the Holders is required to be given under this Agreement, the
Company or the Company's agent shall give such notices and communications to the
Holders and, with respect to any Units registered in the name of a Clearing
Agency or the nominee of a Clearing Agency, the Company or the Company's agent
shall, except as set forth herein, have no obligations to the Beneficial Owners.

         Section 3.8. Appointment of Successor Clearing Agency. If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Units, the Company may, in its sole discretion, appoint a successor
Clearing Agency with respect to the Units.

         Section 3.9. Definitive Certificates. If (i) a Clearing Agency elects
to discontinue its services as securities depositary with respect to the Units
and a successor Clearing Agency is not appointed within 90 days after such
discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the
book-entry system through the Clearing Agency with respect to the Units, or
(iii) there shall have occurred and be continuing a default by the Company in
respect of its obligations under one or more Purchase Contracts, then upon
surrender of the Global Certificates representing the Book-Entry Interests with
respect to the Units by the Clearing Agency, accompanied by registration
instructions, the Company shall cause definitive Certificates to be delivered to
Beneficial Owners in accordance with the instructions of the Clearing Agency.
The Company shall not be liable for any delay in delivery of such instructions
and may conclusively rely on and shall be protected in relying on, such
instructions.

         Section 3.10. Mutilated, Destroyed, Lost and Stolen Certificates(a) .
If any mutilated Certificate is surrendered to the Purchase Contract Agent, the
Company shall execute and deliver to the Purchase Contract Agent, and the
Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and
deliver in exchange therefor, a new Certificate at the cost of the Holder,
evidencing the same number of Normal Units or Stripped Units, as the case may
be, and bearing a Certificate number not contemporaneously outstanding.

         (b) If there shall be delivered to the Company and the Purchase
Contract Agent (i) evidence to their satisfaction of the destruction, loss or
theft of any Certificate, and (ii) such security or indemnity at the cost of the
Holder as may be required by them to hold each of them and any agent of any of
them harmless, then, in the absence of notice to the Company or the Purchase
Contract Agent that such Certificate has been acquired by a potential purchaser,
the Company shall execute and deliver to the Purchase Contract Agent, and the
Purchase Contract




                                       22




Agent shall authenticate, execute on behalf of the Holder, and deliver to the
Holder, in lieu of any such destroyed, lost or stolen Certificate, a new
Certificate, evidencing the same number of Normal Units or Stripped Units, as
the case may be, and bearing a Certificate number not contemporaneously
outstanding.

         (c) Notwithstanding the foregoing, the Company shall not be obligated
to execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder,
and deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earlier of the Stock Purchase Date or the Termination
Date. In lieu of delivery of a new Certificate, upon satisfaction of the
applicable conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Purchase Contract
Agent shall (i) if the Stock Purchase Date has occurred, deliver the shares of
Common Stock issuable in respect of the Purchase Contracts forming a part of the
Units evidenced by such Certificate, or (ii) if a Termination Event shall have
occurred prior to the Stock Purchase Date, transfer the Trust Preferred
Securities, the appropriate Treasury Consideration or the Treasury Securities,
as the case may be, evidenced thereby, in each case subject to the applicable
conditions and in accordance with the applicable provisions of Article Five.

         (d) Upon the issuance of any new Certificate under this Section, the
Company and the Purchase Contract Agent may require the payment by the Holder 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 Purchase Contract Agent) connected therewith.

         (e) Every new Certificate issued pursuant to this Section in lieu of
any destroyed, lost or stolen Certificate shall evidence ownership of the same
number of Normal Units or Stripped Unit, as the case may be, and be entitled to
the same benefits and subject to the same obligations, under this Agreement as
the Normal or Stripped Units, as the case may be, evidenced by the destroyed,
lost or mutilated Certificate, whether or not the destroyed, lost or stolen
Certificate (and the Units evidenced thereby) shall be at any time enforceable
by anyone, and shall be entitled to all the benefits and be subject to all the
obligations of this Agreement equally and proportionately with any and all other
Certificates delivered hereunder.

         (f) 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 Certificates.

         Section 3.11. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Company and the Purchase Contract
Agent, and any agent of the Company or the Purchase Contract Agent, may treat
the Person in whose name such Certificate is registered as the owner of the
Units evidenced thereby, for the purpose of receiving distributions on the Trust
Preferred Securities, receiving Contract Adjustment Payments, performance of the
Purchase Contracts and for all other purposes whatsoever, whether or not any
such distributions or the Contract Adjustment Payments payable in respect of the
Purchase Contracts constituting part of the Unit evidenced thereby shall be
overdue and notwithstanding




                                       23





any notice to the contrary, and neither the Company nor the Purchase Contract
Agent, nor any agent of the Company or the Purchase Contract Agent, shall be
affected by notice to the contrary.

         Notwithstanding the foregoing, with respect to any Global Certificate,
nothing herein shall prevent the Company, the Purchase Contract Agent or any
agent of the Company or the Purchase Contract Agent, from giving effect to any
written certification, proxy or other authorization furnished by any Clearing
Agency (or its nominee), as a Holder, with respect to such Global Certificate or
impair, as between such Clearing Agency and owners of beneficial ownership
interests in such Global Certificate, the operation of customary practices
governing the exercise of rights of such Clearing Agency (or its nominee) as
Holder of such Global Certificate.

         Section 3.12. Cancellation. All Certificates surrendered (a) for
delivery of shares of Common Stock on or after any Settlement Date; (b) upon the
transfer of Trust Preferred Securities, the appropriate Treasury Consideration
or Treasury Securities, as the case may be, after the occurrence of a
Termination Event; (c) upon the registration of a transfer or exchange of a Unit
shall, if surrendered to any Person other than the Purchase Contract Agent, be
delivered to the Purchase Contract Agent and, if not already cancelled, shall be
promptly cancelled by it. The Company may at any time deliver to the Purchase
Contract Agent for cancellation any Certificates previously authenticated,
executed and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Certificates so delivered shall, upon Issuer Order,
be promptly cancelled by the Purchase Contract Agent. No Certificates shall be
authenticated, executed on behalf of the Holder and delivered in lieu of or in
exchange for any Certificates cancelled as provided in this Section, except as
expressly permitted by this Agreement. All cancelled Certificates held by the
Purchase Contract Agent shall be disposed of by the Purchase Contract Agent in
accordance with its customary procedures, unless otherwise directed by Issuer
Order.

         If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Purchase
Contract Agent cancelled or for cancellation.

         Section 3.13. Establishment of Stripped Units. A Holder may separate
the Pledged Trust Preferred Securities or Pledged Treasury Consideration, as
applicable, from the related Purchase Contracts in respect of the Normal Units
held by such Holder by substituting for such Pledged Trust Preferred Securities
or Pledged Treasury Consideration, as the case may be, Treasury Securities that
will pay an amount equal to the aggregate Stated Amount of such Normal Units (a
"Collateral Substitution"), at any time from and after the date of this
Agreement and on or prior to the second Business Day immediately preceding the
Stock Purchase Date, by (a) depositing with the Collateral Agent Treasury
Securities having an aggregate principal amount equal to the aggregate Stated
Amount of such Normal Units, and (b) transferring the related Normal Units to
the Purchase Contract Agent accompanied by a notice to the Purchase Contract
Agent, substantially in the form of Exhibit D hereto, stating that the Holder
has transferred the relevant amount of Treasury Securities to the Collateral
Agent and requesting that the Purchase Contract Agent instruct the Collateral
Agent to release the Pledged Trust Preferred




                                       24





Securities or Pledged Treasury Consideration, as the case may be, underlying
such Normal Units, whereupon the Purchase Contract Agent shall promptly give
such instruction to the Collateral Agent, substantially in the form of Exhibit C
hereto. Notwithstanding the foregoing, a Holder may not separate the Pledged
Trust Preferred Securities or Pledged Treasury Consideration, as the case may
be, from the related Purchase Contracts in respect of the Normal Units held by
such Holder during the periods beginning on the fourth Business Day prior to the
Remarketing Date or any Subsequent Remarketing Date, as the case may be, and
ending on the expiration of the third Business Day following such dates. Upon
receipt of the Treasury Securities described in clause (a) above and the
instruction described in clause (b) above, in accordance with the terms of the
Pledge Agreement, the Collateral Agent will release to the Purchase Contract
Agent, on behalf of the Holder, such Pledged Trust Preferred Securities or
Pledged Treasury Consideration, as the case may be, from the Pledge, free and
clear of the Company's security interest therein, and upon receipt thereof the
Purchase Contract Agent shall promptly:

                  (i) cancel the related Normal Units;

                  (ii) transfer the Pledged Trust Preferred Securities or
         Pledged Treasury Consideration, as the case may be, to the Holder; and

                  (iii) authenticate, execute on behalf of such Holder and
         deliver a Stripped Units Certificate executed by the Company to the
         Holder in accordance with Section 3.3 evidencing the same number of
         Purchase Contracts as were evidenced by the cancelled Normal Units.

         Holders who elect to separate the Pledged Trust Preferred Securities or
Pledged Treasury Consideration, as the case may be, from the related Purchase
Contract and to substitute Treasury Securities for such Pledged Trust Preferred
Securities or Pledged Treasury Consideration, as the case may be, shall be
responsible for any fees or expenses payable to the Collateral Agent for its
services as Collateral Agent in respect of the substitution, and the Company
shall not be responsible for any such fees or expenses.

         Holders may make Collateral Substitutions (i) if Treasury Securities
are being substituted for Pledged Trust Preferred Securities, only in integral
multiples of 20 Normal Units, or (ii) if the Collateral Substitutions occur
after the Remarketing Date or any Subsequent Remarketing Date or a Tax Event
Redemption, as the case may be, only in integral multiples of Normal Units such
that the Treasury Securities to be deposited and the Treasury Consideration to
be released are in integral multiples of $1,000.

         In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Normal Units or fails
to deliver a Normal Units Certificate to the Purchase Contract Agent after
depositing Treasury Securities with the Collateral Agent, the Pledged Trust
Preferred Securities or Pledged Treasury Consideration, as the case may be,
constituting a part of such Normal Units, and any distributions on such Pledged
Trust Preferred Securities or Pledged Treasury Consideration, as the case may
be, shall be held in the name of the Purchase Contract Agent or its nominee in
trust for the benefit of such Holder, until such Normal Units are so transferred
or the Normal Units Certificate is so delivered, as the




                                       25





case may be, or, with respect to a Normal Units Certificate, such Holder
provides evidence satisfactory to the Company and the Purchase Contract Agent
that such Normal Units Certificate has been destroyed, lost or stolen, together
with any indemnity that may be required by the Purchase Contract Agent and the
Company.

         Except as described in this Section 3.13, for so long as the Purchase
Contract underlying a Normal Unit remains in effect, such Normal Unit shall not
be separable into its constituent parts, and the rights and obligations of the
Holder of such Normal Unit in respect of the Trust Preferred Security or the
appropriate Treasury Consideration, as the case may be, and the Purchase
Contract comprising such Normal Unit may be acquired, and may be transferred and
exchanged, only as a Normal Unit.

         Section 3.14. Reestablishment of Normal Units. A Holder of Stripped
Units may reestablish Normal Units at any time from and after the date of this
Agreement and on or before the second Business Day immediately preceding the
Stock Purchase Date, if a Tax Event has not occurred, by (a) depositing with the
Collateral Agent the Trust Preferred Securities or the appropriate Treasury
Consideration (and identified by reference to the Treasury Consideration then
comprising Normal Units), as the case may be, then comprising such number of
Normal Units as is equal to such Stripped Units and (b) transferring such
Stripped Units to the Purchase Contract Agent accompanied by a notice to the
Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating
that the Holder has transferred the relevant amount of Trust Preferred
Securities or the appropriate Treasury Consideration, as the case may be, to the
Collateral Agent and requesting that the Purchase Contract Agent instruct the
Collateral Agent to release the Pledged Treasury Securities underlying such
Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such
instruction to the Collateral Agent, substantially in the form of Exhibit C
hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units
during the periods beginning on the fourth Business Day prior to the Remarketing
Date or any Subsequent Remarketing Date, as the case may be, and ending on the
expiration of the third Business Day following such dates. Upon receipt of the
Trust Preferred Securities or the appropriate Treasury Consideration, as the
case may be, described in clause (a) above and the instruction described in
clause (b) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will release to the Purchase Contract Agent, on behalf of the
Holder, such Pledged Treasury Securities from the Pledge, free and clear of the
Company's security interest therein, and upon receipt thereof the Purchase
Contract Agent shall promptly:

                  (i) cancel the related Stripped Units;

                  (ii) transfer the Pledged Treasury Securities to the Holder;
         and

                  (iii) authenticate, execute on behalf of such Holder and
         deliver a Normal Units Certificate executed by the Company to the
         Holder in accordance with Section 3.3 evidencing the same number of
         Purchase Contracts as were evidenced by the cancelled Stripped Units.

         Holders of Stripped Units may reestablish Normal Units (i) only in
integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the
reestablishment occurs after the




                                       26




Remarketing Date, any Subsequent Remarketing Date or a Tax Event Redemption,
only in integral multiples of Stripped Units such that the Treasury
Consideration to be deposited and the Treasury Securities to be released are in
integral multiples of $1,000.

         Except as provided in this Section 3.14, for so long as the Purchase
Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall
not be separable into its constituent parts, and the rights and obligations of
the Holder of such Stripped Unit in respect of the Treasury Security and
Purchase Contract comprising such Stripped Unit may be acquired, and may be
transferred and exchanged, only as a Stripped Unit.

         Section 3.15. Transfer of Collateral upon Occurrence of Termination
Event. Upon the occurrence of a Termination Event and the transfer to the
Purchase Contract Agent of the Trust Preferred Securities, the appropriate
Treasury Consideration or the Treasury Securities, as the case may be,
underlying the Normal Units and the Stripped Units pursuant to the terms of the
Pledge Agreement, the Purchase Contract Agent shall request transfer
instructions with respect to such Trust Preferred Securities or the appropriate
Treasury Consideration or Treasury Securities, as the case may be, from each
Holder by written request mailed to such Holder at its address as it appears in
the Normal Units Register or the Stripped Units Register, as the case may be.
Upon book-entry transfer of the Normal Units or Stripped Units or delivery of a
Normal Units Certificate or Stripped Units Certificate to the Purchase Contract
Agent with such transfer instructions, the Purchase Contract Agent shall
transfer the Trust Preferred Securities, the appropriate Treasury Consideration
or Treasury Securities, as the case may be, underlying such Normal Units or
Stripped Units, as the case may be, to such Holder by book-entry transfer, or
other appropriate procedures, in accordance with such instructions. In the event
a Holder of Normal Units or Stripped Units fails to effect such transfer or
delivery, the Trust Preferred Securities, the appropriate Treasury Consideration
or Treasury Securities, as the case may be, underlying such Normal Units or
Stripped Units, as the case may be, and any distributions thereon, shall be held
in the name of the Purchase Contract Agent or its nominee in trust for the
benefit of such Holder, until such Normal Units or Stripped Units are
transferred or the Normal Units Certificate or Stripped Units Certificate is
surrendered or such Holder provides satisfactory evidence that such Normal Units
Certificate or Stripped Units Certificate has been destroyed, lost or stolen,
together with any indemnity that may be required by the Purchase Contract Agent
and the Company.

         Section 3.16. No Consent to Assumption. Each Holder of a Unit, by
acceptance thereof, shall be deemed expressly to have withheld any consent to
the assumption under Section 365 of the Bankruptcy Code or otherwise, of the
Purchase Contract by the Company, any receiver, liquidator or person or entity
performing similar functions or its trustee in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or federal law providing for reorganization or liquidation.




                                       27





                   ARTICLE IV. THE TRUST PREFERRED SECURITIES

         Section 4.1. Payment of Distribution; Rights to Distributions
Preserved; Notice. A distribution on any Trust Preferred Security or a payment
on any Treasury Consideration, as the case may be, which is paid on any Payment
Date shall, subject to receipt thereof by the Purchase Contract Agent from the
Collateral Agent as provided by the terms of the Pledge Agreement, be paid to
the Person in whose name the Normal Units Certificate (or one or more
Predecessor Normal Units Certificates) of which such Trust Preferred Security or
the appropriate Treasury Consideration, as the case may be, is a part is
registered at the close of business on the Record Date for such Payment Date.

         Each Normal Units Certificate evidencing Trust Preferred Securities
delivered under this Agreement upon registration of transfer of or in exchange
for or in lieu of any other Normal Units Certificate shall carry the rights to
distributions accumulated and unpaid, and to accumulate distributions, which
were carried by the Trust Preferred Securities underlying such other Normal
Units Certificate.

         In the case of any Normal Unit with respect to which Early Settlement
of the underlying Purchase Contract is effected on an Early Settlement Date, or
with respect to which Merger Early Settlement of the underlying Purchase
Contract is effected on a Merger Early Settlement Date, or with respect to which
a Collateral Substitution is effected, in each case on a date that is after any
Record Date and on or prior to the next succeeding Payment Date, distributions
on the Trust Preferred Security or payments on the appropriate Treasury
Consideration, as the case may be, underlying such Normal Unit otherwise payable
on such Payment Date shall be payable on such Payment Date notwithstanding such
Early Settlement, Merger Early Settlement or Collateral Substitution, as the
case may be, and such distributions shall, subject to receipt thereof by the
Purchase Contract Agent, be payable to the Person in whose name the Normal Units
Certificate (or one or more Predecessor Normal Unit Certificates) was registered
at the close of business on the Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Normal Unit
with respect to which Early Settlement or Merger Early Settlement of the
underlying Purchase Contract is effected, or with respect to which a Collateral
Substitution has been effected, distributions on the related Trust Preferred
Securities or payments on the appropriate Treasury Consideration, as the case
may be, that would otherwise be payable after the applicable Settlement Date or
after such Collateral Substitution, as the case may be, shall not be payable
hereunder to the Holder of such Normal Unit; provided, that to the extent that
such Holder continues to hold the separated Trust Preferred Securities that
formerly comprised a part of such Holder's Normal Units, such Holder shall be
entitled to receive the distributions on such separated Trust Preferred
Securities.

         Section 4.2. Notice and Voting. Under the terms of the Pledge
Agreement, the Purchase Contract Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Trust Preferred
Securities but only to the extent instructed by the Holders as described below.
Upon receipt of notice of any meeting at which holders of Trust Preferred
Securities are entitled to vote or upon any solicitation of consents, waivers or
proxies of holders of Trust Preferred Securities, the Purchase Contract Agent
shall, as soon as practicable 




                                       28




thereafter, mail to the Holders of Normal Units a notice (a) containing such
information as is contained in the notice or solicitation, (b) stating that each
Holder on the record date set by the Purchase Contract Agent therefor (which, to
the extent possible, shall be the same date as the record date for determining
the holders of Trust Preferred Securities entitled to vote) shall be entitled to
instruct the Purchase Contract Agent as to the exercise of the voting rights
pertaining to the Pledged Trust Preferred Securities underlying their Normal
Units and (c) stating the manner in which such instructions may be given. Upon
the written request of the Holders of Normal Units on such record date, the
Purchase Contract Agent shall endeavor insofar as practicable to vote or cause
to be voted, in accordance with the instructions set forth in such requests, the
maximum number of Pledged Trust Preferred Securities as to which any particular
voting instructions are received. In the absence of specific instructions from
the Holder of a Normal Unit, the Purchase Contract Agent shall abstain from
voting the Pledged Trust Preferred Security underlying such Normal Unit. The
Company hereby agrees, if applicable, to solicit Holders of Normal Units to
timely instruct the Purchase Contract Agent in order to enable the Purchase
Contract Agent to vote such Pledged Trust Preferred Securities.

         Section 4.3. Distribution of Notes(a) . Upon a voluntary or involuntary
dissolution of the Trust in accordance with the Declaration, the Liquidation
Distribution shall be delivered to the Collateral Agent in exchange for the
Pledged Trust Preferred Securities. Thereafter, the applicable part of the
Liquidation Distribution will be substituted for the Pledged Trust Preferred
Securities, and will be held by the Collateral Agent in accordance with the
terms of the Pledge Agreement to secure the obligations of each Holder of Normal
Units to purchase the Common Stock of the Company under the Purchase Contracts
constituting a part of such Normal Units. The remaining portion of the
Liquidation Distribution shall be distributed to the Holders of Separate Trust
Preferred Securities (as defined in the Pledge Agreement). Following a voluntary
or involuntary dissolution of the Trust, the Holders and the Collateral Agent
shall have such security interests, rights and obligations with respect to the
Liquidation Distribution as the Holders and the Collateral Agent had in respect
of the Pledged Trust Preferred Securities as provided in Articles II, III, IV, V
and VI of the Pledge Agreement, and, unless the context otherwise requires, any
reference herein to the Trust Preferred Securities or Pledged Trust Preferred
Securities shall be deemed to be a reference to such Notes. The Company may
cause to be made in any Normal Units Certificates thereafter to be issued such
change in phraseology and form (but not in substance) as may be appropriate to
reflect the liquidation of the Trust and the substitution of Notes for Trust
Preferred Securities as Collateral.

         (b) Upon the occurrence of a Tax Event Redemption prior to the Stock
Purchase Date, the Redemption Price payable on the Tax Event Redemption Date
with respect to the Applicable Principal Amount shall be deposited in the
Collateral Account in exchange for the Pledged Trust Preferred Securities.
Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent
shall cause the Securities Intermediary to apply an amount equal to the
Redemption Amount of such Redemption Price to purchase on behalf of the Holders
of Normal Units the Treasury Portfolio and promptly remit the remaining portion
of such Redemption Price, if any, to the Agent for payment to the Holders of
such Normal Units. The Applicable Ownership Interest (as specified in clause (A)
of the definition of such term) of the Treasury Portfolio will be substituted as
Collateral for the Pledged Trust Preferred Securities, and will be 




                                       29





held by the Collateral Agent in accordance with the terms of the Pledge
Agreement to secure the obligation of each Holder of Normal Units to purchase
the Common Stock of the Company under the Purchase Contract constituting a part
of such Normal Units. The Applicable Ownership Interest (as specified in clause
(B) of the definition of such term) of the Treasury Portfolio shall be
transferred by the Securities Intermediary to the Purchase Contract Agent, free
and clear of any lien, pledge or security interest created by the Pledge
Agreement. Following the occurrence of a Tax Event Redemption prior to the Stock
Purchase Date, the Holders of Normal Units and the Collateral Agent shall have
such security interest rights and obligations with respect to the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio as the Holders of Normal Units and the Collateral
Agent had in respect of the Trust Preferred Securities, as the case may be,
subject to the Pledge thereof as provided in Articles II, III, IV, V, and VI of
the Pledge Agreement, and any reference herein to Trust Preferred Securities
shall be deemed to be reference to such Treasury Portfolio. The Company may
cause to be made in any Normal Units Certificates thereafter to be issued such
change in phraseology and form (but not in substance) as may be appropriate to
reflect the liquidation of the Trust and the substitution of the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio for Treasury Securities or Trust Preferred Securities
as Collateral. If a Tax Event Redemption occurs after the Stock Purchase Date,
the Treasury Portfolio will not be purchased and the proceeds applicable to the
Trust Preferred Securities will be distributed to the Purchase Contract Agent
for payment to the holders of the Trust Preferred Securities. If a Tax Event
Redemption occurs, Holders of Securities that are not part of the Units will
directly receive proceeds from the redemption of the Notes.


               ARTICLE V. THE PURCHASE CONTRACTS; THE REMARKETING

         Section 5.1. Purchase of Shares of Common Stock. Each Purchase Contract
shall, unless an Early Settlement has occurred in accordance with Section 5.7,
or a Merger Early Settlement has occurred in accordance with Section 5.8,
obligate the Holder of the related Unit to purchase, and the Company to sell, on
the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number
of newly issued shares of Common Stock equal to the Settlement Rate unless, on
or prior to the Stock Purchase Date, there shall have occurred a Termination
Event with respect to the Unit of which such Purchase Contract is a part. The
"Settlement Rate" is equal to (a) if the Applicable Market Value (as defined
below) is equal to or greater than $33.55 (the "Threshold Appreciation Price"),
1.4903 shares of Common Stock per Purchase Contract, (b) if the Applicable
Market Value is less than the Threshold Appreciation Price, but is greater than
$27.50, the number of shares of Common Stock per Purchase Contract equal to the
Stated Amount of the related Unit divided by the Applicable Market Value and (c)
if the Applicable Market Value is less than or equal to $27.50, 1.8182 shares of
Common Stock per Purchase Contract, in each case subject to adjustment as
provided in Section 5.4 (and in each case rounded upward or downward to the
nearest 1/10,000th of a share). As provided in Section 5.10, no fractional
shares of Common Stock will be issued upon settlement of Purchase Contracts.




                                       30





         The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date.

         The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, the closing sale price per share as reported in the
composite transactions for the principal United States securities exchange on
which the Common Stock is so listed, or if the Common Stock is not so listed on
a United States national or regional securities exchange, as reported by The
Nasdaq Stock Market, or, if the Common Stock is not so reported, the last quoted
bid price for the Common Stock in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or, if such bid price is not
available, the market value of the Common Stock on such date as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company.

         A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

         Each Holder of a Unit, by its acceptance thereof, irrevocably
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contract on its behalf as its attorney-in-fact (including the execution
of Certificates on behalf of such Holder), agrees to be bound by the terms and
provisions thereof, covenants and agrees to perform its obligations under such
Purchase Contracts, and consents to the provisions hereof, irrevocably
authorizes the Purchase Contract Agent as its attorney-in-fact to enter into and
perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents
to and agrees to be bound by the Pledge of the Trust Preferred Securities, the
appropriate Treasury Consideration or the Treasury Securities pursuant to the
Pledge Agreement; provided that upon a Termination Event, the rights of the
Holder of such Unit under the Purchase Contract may be enforced without regard
to any other rights or obligations. Each Holder of a Unit, by its acceptance
thereof, further covenants and agrees, that, to the extent and in the manner
provided in Section 5.2 and the Pledge Agreement, but subject to the terms
thereof, payments in respect of the Trust Preferred Securities, the appropriate
Treasury Consideration or the Treasury Securities to be paid upon settlement of
such Holder's obligations to purchase Common Stock under the Purchase Contract,
shall be paid on the Stock Purchase Date by the Collateral Agent to the Company
in satisfaction of such Holder's obligations under such Purchase Contract.

         Upon registration of transfer of a Certificate, the transferee shall be
bound (without the necessity of any other action on the part of such transferee)
under the terms of this Agreement, the Purchase Contracts underlying such
Certificate and the Pledge Agreement, and the transferor shall be released from
the obligations under this Agreement, the Purchase 




                                       31





Contracts underlying the Certificates so transferred and the Pledge Agreement.
The Company covenants and agrees, and each Holder of a Certificate, by its
acceptance thereof, likewise covenants and agrees, to be bound by the provisions
of this paragraph.

         Section 5.2. Payment of Purchase Price; Remarketing. (a) Unless a Tax
Event Redemption or a Termination Event has occurred or a Holder of a Unit has
settled the underlying Purchase Contract through an Early Settlement pursuant to
Section 5.7 or a Merger Early Settlement pursuant to Section 5.8, the settlement
of the Purchase Contract underlying a Unit will be made in accordance with this
Section 5.2.

         (b) (i) The Company shall engage a nationally recognized investment
bank to act as Remarketing Agent (the "Remarketing Agent") pursuant to the
Remarketing Agreement (substantially in the form attached hereto as Exhibit E,
with such changes and modifications as the parties thereto agree on) to sell the
Trust Preferred Securities of Holders of Normal Units, other than Holders that
have elected not to participate in the remarketing pursuant to (iv) below, and
holders of Separate Trust Preferred Securities that have elected to participate
in the remarketing pursuant to Section 4.5(c) of the Pledge Agreement. On the
seventh Business Day prior to February 15 2004, the Purchase Contract Agent
shall give Holders of Normal Units and holders of Separate Trust Preferred
Securities notice of remarketing in a daily newspaper in the English language of
general circulation in The City of New York, which is expected to be The Wall
Street Journal, including the specific U.S. Treasury security or securities
(including the CUSIP number and/or the principal terms of such Treasury security
or securities) described in clause (iv) below, that must be delivered by Holders
of Normal Units that elect not to participate in the remarketing pursuant to
(iv) below, no later than 10:00 a.m. on the first Business Day immediately
preceding the Remarketing Date. The Purchase Contract Agent shall notify, by
10:00 a.m., New York City time, on the first Business Day immediately preceding
the Remarketing Date, the Remarketing Agent and the Collateral Agent of the
aggregate number of Trust Preferred Securities of Normal Unit Holders to be
remarketed. On the first Business Day immediately preceding the Remarketing
Date, no later than by 10:00 a.m. New York City time, pursuant to the terms of
the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of
the aggregate number of Separate Trust Preferred Securities to be remarketed. On
the first Business Day immediately preceding the Remarketing Date, the
Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge
Agreement, will deliver for remarketing to the Remarketing Agent all Trust
Preferred Securities to be remarketed. Upon receipt of such notice from the
Purchase Contract Agent and the Custodial Agent and such Trust Preferred
Securities from the Collateral Agent and the Custodial Agent, the Remarketing
Agent will, use its reasonable best efforts to sell such Trust Preferred
Securities on such date at a price equal to at least 100.25% of the Remarketing
Value. The Remarketing Agent will use the proceeds from a successful remarketing
to purchase the appropriate U.S. Treasury securities (the "Agent-purchased
Treasury Consideration") with the CUSIP numbers, if any, selected by Remarketing
Agent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing
Value related to the Trust Preferred Securities of Holders of Normal Units that
were remarketed. On or prior to the third Business Day following the Remarketing
Date, the Remarketing Agent shall deliver such Agent-purchased Treasury
Consideration to the Agent, which shall thereupon deliver such Agent-purchased
Treasury Consideration to the Collateral Agent. The Collateral Agent, for the




                                       32





benefit of the Company, will thereupon apply such Agent-purchased Treasury
Consideration, in accordance with the Pledge Agreement, to secure such Holders'
obligations under the Purchase Contracts. The Remarketing Agent will deduct as a
Remarketing Fee for itself an amount not exceeding 25 basis points (0.25%) of
the total proceeds from the remarketing. The Remarketing Agent will remit (1)
the portion of the proceeds from the remarketing attributable to the Separate
Trust Preferred Securities to the holders of Separate Trust Preferred Securities
that were remarketed and (2) the remaining portion of the proceeds, less those
proceeds used to purchase the Agent-purchased Treasury Consideration, to the
Purchase Contract Agent for the benefit of the Holders of the Normal Units that
were remarketed, all determined on a pro rata basis, in each case, on or prior
to the third Business Day following the Remarketing Date. Holders whose Trust
Preferred Securities are so remarketed will not otherwise be responsible for the
payment of any Remarketing Fee in connection therewith.

         The "Remarketing Value" means the sum of (i) the value at the
Remarketing Date or the Subsequent Remarketing Date, as the case may be, of U.S.
Treasury securities that will pay, on or prior to the Quarterly Payment Date
falling on the Stock Purchase Date, an amount of cash equal to the aggregate
distributions that are scheduled to be payable on that Quarterly Payment Date,
on (1) the Trust Preferred Securities that are included in Normal Units and (2)
the Separate Trust Preferred Securities, in each case, which are participating
in the remarketing, assuming for that purpose that (x) no distribution payment
on the Trust Preferred Securities will then have been deferred and (y) the
distribution rate on the Trust Preferred Securities is equal to the Coupon Rate,
(ii) the value at the Remarketing Date or the Subsequent Remarketing Date, as
the case may be, of U.S. Treasury securities that will pay, on or prior to the
Stock Purchase Date, an amount of cash equal to the Stated Amount of (1) such
Trust Preferred Securities that are included in Normal Units and (2) the
Separate Trust Preferred Securities, in each case, which are participating in
the remarketing, and (iii) Contract Adjustment Payments or if distribution
payments on the Trust Preferred Securities are then being deferred, the amount
equal to such deferred Contract Adjustment Payments or the aggregate unpaid
distribution payments on (1) the Trust Preferred Securities that are included in
Normal Units and (2) the Separate Trust Preferred Securities, in each case,
which are participating in the remarketing accumulated to the third Business Day
following the Remarketing Date or the Subsequent Remarketing Date, as the case
may be; provided that for purposes of clauses (i) and (ii), above, the
Remarketing Value shall be calculated on the assumptions that (x) the U.S.
Treasury securities are highly liquid and mature on or within 35 days prior to
the Stock Purchase Date, as determined in good faith by the Remarketing Agent in
a manner intended to minimize the Remarketing Value, and (y) the U.S. Treasury
securities are valued based on the ask-side price of the Treasury securities at
a time between 9:00 a.m. and 11:00 a.m., New York City time, selected by the
Remarketing Agent, on the Remarketing Date or Subsequent Remarketing Date, as
the case may be, as determined on a third-day settlement basis by a reasonably
and customary means selected in good faith by the Remarketing Agent, plus
accrued interest to that date.

         (ii) If, in spite of using its commercially reasonable best efforts,
the Remarketing Agent cannot remarket the Trust Preferred Securities included in
the remarketing at a price equal to at least 100.25% of the Remarketing Value,
the remarketing will be deemed to have failed (a "Failed Remarketing"). If a
Failed Remarketing occurs, within three Business Days following the 




                                       33





Remarketing Date, the Remarketing Agent shall return any Trust Preferred
Securities delivered to it to the Collateral Agent and the Custodial Agent, as
applicable. The Remarketing Agent may make one or more attempts to remarket the
Trust Preferred Securities in accordance with the procedures set forth in this
Section 5.2(b) and the Remarketing Agreement, provided that (i) the notice of
any Subsequent Remarketing cannot be given until the Failed Remarketing notice
(referred to below) has been published in respect of any immediately proceeding
Failed Remarketing and (ii) the settlement date in respect of any Subsequent
Remarketing must fall no later than on the Business Day immediately preceding
the Stock Purchase Date. If by the Stock Purchase Date the Remarketing Agent has
failed to remarket the Trust Preferred Securities at a price equal to at least
100.25% of the Remarketing Value, in accordance with the terms of the Pledge 
Agreement, the Collateral Agent, for the benefit of the Company, may exercise 
its rights as a secured party with respect to such Trust Preferred Securities, 
including those actions specified in (b) (iii) below; provided that if upon a 
Failed Remarketing, the Collateral Agent exercises such rights for the benefit 
of the Company with respect to such Trust Preferred Securities, any accumulated 
and unpaid distributions on such Trust Preferred Securities will become payable 
by the Company to the Purchase Contract Agent for payment to the Holders of the 
Normal Units to which such Trust Preferred Securities relates. Such payment will
be made by the Company on or prior to 11:00 a.m., New York City time, on the 
Stock Purchase Date in lawful money of the United States by certified or 
cashiers' check or wire transfer in immediately available funds payable to or 
upon the order of the Purchase Contract Agent. The Company will cause a notice 
of any Failed Remarketing to be published on the second Business Day following 
the Remarketing Date and any Subsequent Remarketing Date, as the case may be, 
in a daily newspaper in the English language of general circulation in The City 
of New York, which is expected to be The Wall Street Journal.

         (iii) With respect to any Trust Preferred Securities which constitute
part of Normal Units which are subject to a Failed Remarketing, the Collateral
Agent for the benefit of the Company reserves all of its rights as a secured
party with respect thereto and, subject to applicable law and paragraph (e)
below, may, among other things, (x) retain such Trust Preferred Securities in
full satisfaction of the Holders' obligations under the Purchase Contracts or
(y) sell such Trust Preferred Securities in one or more public or private sales.

         (iv) A Holder of Normal Units may elect not to participate in the
remarketing and retain the Trust Preferred Securities underlying such Units by
notifying the Purchase Contract Agent of such election and delivering the
specific U.S. Treasury security or securities (including the CUSIP number and/or
the principal terms of such security or securities) identified by the Purchase
Contract Agent that constitute the U.S. Treasury securities described in clauses
(i) and (ii) of the definition of Remarketing Value relating to the retained
Trust Preferred Securities (as if only such Trust Preferred Securities were
being remarketed) ("Opt-out Treasury Consideration") to the Purchase Contract
Agent not later than 10:00 a.m. on the seventh Business Day prior to the
Remarketing Date (or, in the case of a Failed Remarketing, not later than 10:00
a.m. on the fourth Business Day immediately prior to the Subsequent Remarketing
Date). Upon receipt thereof by the Purchase Contract Agent, the Purchase
Contract Agent shall deliver such Opt-out Treasury Consideration to the
Collateral Agent, which will, for the benefit of the Company, thereupon apply
such Opt-out Treasury Consideration to secure such Holder's 




                                       34





obligations under the Purchase Contracts. On the first Business Day immediately
preceding the Remarketing Date, the Collateral Agent, pursuant to the terms of
the Pledge Agreement, will deliver the Pledged Trust Preferred Securities of
such Holder to the Purchase Contract Agent. Within three Business Days following
the Remarketing Date, (i) if the remarketing was successful, the Purchase
Contract Agent shall distribute such Trust Preferred Securities to the Holders
thereof, and (ii) if there was a Failed Remarketing on such date, the Purchase
Contract Agent will deliver such Trust Preferred Securities to the Collateral
Agent, which will, for the benefit of the Company, thereupon apply such Trust
Preferred Securities to secure such Holders' obligations under the Purchase
Contract and return the Opt-out Treasury Consideration delivered by such Holders
to such Holders. A Holder that does not so deliver the Opt-out Treasury
Consideration pursuant to this clause (iv) shall be deemed to have elected to
participate in the remarketing.

         (c) Upon the maturity of the Pledged Treasury Securities underlying the
Stripped Units and the Pledged Treasury Consideration underlying the Normal
Units, on the Stock Purchase Date, the Collateral Agent shall remit to the
Company an amount equal to the aggregate Purchase Price applicable to such
Units, as payment for the Common Stock issuable upon settlement thereof without
receiving any instructions from the Holders of such Units. In the event the
payments in respect of the Pledged Treasury Securities or the Pledged Treasury
Consideration underlying a Unit is in excess of the Purchase Price of the
Purchase Contract being settled thereby, the Collateral Agent will distribute
such excess to the Purchase Contract Agent for the benefit of the Holder of such
Unit when received.

         (d) Any distribution to Holders of excess funds and interest described
in paragraphs (b) and (c) above shall be payable at the office of the Purchase
Contract Agent in The City of New York maintained for that purpose or, at the
option of the Holder or the holder of separate Trust Preferred Securities, as
applicable, by check mailed to the address of the Person entitled thereto at
such address as it appears on the Register or by wire transfer to an account
specified by the Holder or the holder of separate Trust Preferred Securities, as
applicable.

         (e) The obligations of each Holder to pay the Purchase Price are
non-recourse obligations and except to the extent paid by Early Settlement or
Merger Early Settlement, are payable solely out of the proceeds of any
Collateral pledged to secure the obligations of the Holders and in no event will
Holders be liable for any deficiency between such payments and the Purchase
Price.

         (f) Notwithstanding anything to the contrary herein, the Company shall
not be obligated to issue any Common Stock in respect of a Purchase Contract or
deliver any certificates therefor to the Holder of the related Unit unless the
Company shall have received payment in full of the aggregate Purchase Price for
the shares of Common Stock to be purchased thereunder by such Holder in the
manner herein set forth.

         Section 5.3. Issuance of Shares of Common Stock(a) . Unless a
Termination Event shall have occurred on or prior to the Stock Purchase Date or
an Early Settlement or a Merger Early Settlement shall have occurred, on the
Stock Purchase Date, upon its receipt of payment in 




                                       35





full of the Purchase Price for the shares of Common Stock purchased by the
Holders pursuant to the foregoing provisions of this Article and subject to
Section 5.4(b), the Company shall issue and deposit with the Purchase Contract
Agent, for the benefit of the Holders of the Outstanding Securities, one or more
certificates representing the newly issued shares of Common Stock registered in
the name of the Purchase Contract Agent (or its nominee) as custodian for the
Holders (such certificates for shares of Common Stock, together with any
dividends or distributions for which a record date and payment date for such
dividend or distribution has occurred after the Stock Purchase Date, being
hereinafter referred to as the "Purchase Contract Settlement Fund") to which the
Holders are entitled hereunder. Subject to the foregoing, upon surrender of a
Certificate to the Purchase Contract Agent on or after the Stock Purchase Date,
together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of Common Stock which such
Holder is entitled to receive pursuant to the provisions of this Article V
(after taking into account all Units then held by such Holder) together with
cash in lieu of fractional shares as provided in Section 5.10 and any dividends
or distributions with respect to such shares constituting part of the Purchase
Contract Settlement Fund, but without any interest thereon, and the Certificate
so surrendered shall forthwith be cancelled. Such shares shall be registered in
the name of the Holder or the Holder's designee as specified in the settlement
instructions provided by the Holder to the Purchase Contract Agent. If any
shares of Common Stock issued in respect of a Purchase Contract are to be
registered to a Person other than the Person in whose name the Certificate
evidencing such Purchase Contract is registered, no such registration shall be
made unless the Person requesting such registration has paid any transfer and
other taxes required by reason of such registration in a name other than that of
the registered Holder of such Certificate or has established to the satisfaction
of the Company that such tax either has been paid or is not payable.

         (b) Prior to the date on which shares of Common Stock are issued in
settlement of Purchase Contracts, the Common Stock underlying the related
Purchase Contracts will not be deemed to be outstanding for any purpose and each
Holder will have no rights with respect to the Common Stock, including voting
rights, rights to respond to tender offers and rights to receive any dividends
or other distributions on the Common Stock, by virtue of holding the Purchase
Contract.

         Section 5.4. Adjustment of Settlement Rate. Adjustments for Dividends,
Distributions, Stock Splits, Etc. (1) In case the Company shall pay or make a
dividend or other distribution on the Common Stock in Common Stock, the
Settlement Rate, as in effect at the opening of business on the Business Day
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Settlement Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (1), the number of shares of Common Stock at the time
outstanding shall not include shares held in the treasury of the Company but
shall include any shares issuable 




                                       36





in respect of any scrip certificates issued in lieu of fractions of shares of
Common Stock. The Company will not pay any dividend or make any distribution on
shares of Common Stock held in the treasury of the Company.

         (2) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock (not being available on an equivalent basis to
Holders of the Units upon settlement of the Purchase Contracts underlying such
Units) entitling them, for a period expiring within 45 days after the record
date for the determination of stockholders entitled to receive such rights,
options or warrants, to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price per share of the Common Stock
on the date fixed for the determination of stockholders entitled to receive such
rights, options or warrants (other than pursuant to a dividend reinvestment
plan), the Settlement Rate in effect at the opening of business on the day
following the date fixed for such determination shall be increased by dividing
such Settlement Rate by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such Current Market Price
and the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
plus the number of shares of Common Stock so offered for subscription or
purchase, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include any shares issuable in respect of any scrip certificates issued in
lieu of fractions of shares of Common Stock. The Company shall not issue any
such rights, options or warrants in respect of shares of Common Stock held in
the treasury of the Company.

         (3) In case outstanding shares of Common Stock shall be subdivided or
split into a greater number of shares of Common Stock, the Settlement Rate in
effect at the opening of business on the day following the day upon which such
subdivision or split becomes effective shall be proportionately increased, and,
conversely, in case outstanding shares of Common Stock shall each be combined
into a smaller number of shares of Common Stock, the Settlement Rate in effect
at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately reduced, such increase or
reduction, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision, split or
combination becomes effective.

         (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (2) of this Section, any dividend or distribution paid exclusively in
cash and any dividend or distribution referred to in paragraph (1) of this
Section), the Settlement Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Settlement Rate in effect immediately prior to
the close of business on the date fixed for the determination of stockholders
entitled to receive such distribution by a 




                                       37





fraction, the numerator of which shall be the Current Market Price per share of
the Common Stock on the date fixed for such determination less the then fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a Board Resolution filed with the Purchase
Contract Agent) of the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock and the denominator of which
shall be such Current Market Price per share of the Common Stock, such
adjustment to become effective immediately prior to the opening of business on
the day following the date fixed for the determination of stockholders entitled
to receive such distribution. In any case in which this paragraph (4) is
applicable, paragraph (2) of this Section shall not be applicable.

         (5) In case the Company shall, (i) by dividend or otherwise, distribute
to all holders of its Common Stock cash (excluding any cash that is distributed
in a Reorganization Event to which Section 5.4(b) applies or as part of a
distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, combined together with (ii) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made and (iii) the aggregate of any cash plus the fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender or exchange offer by the Company or any of its
subsidiaries for all or any portion of the Common Stock concluded within the 12
months preceding the date of payment of the distribution described in clause (i)
above and in respect of which no adjustment pursuant to this paragraph (5) or
paragraph (6) of this Section has been made, exceeds 15% of the product of the
Current Market Price per share of the Common Stock on the date for the
determination of holders of shares of Common Stock entitled to receive such
distribution multiplied by the number of shares of Common Stock outstanding on
such date, then, and in each such case, immediately after the close of business
on such date for determination, the Settlement Rate shall be increased so that
the same shall equal the rate determined by dividing the Settlement Rate in
effect immediately prior to the close of business on the date fixed for
determination of the stockholders entitled to receive such distribution by a
fraction (i) the numerator of which shall be equal to the Current Market Price
per share of the Common Stock on the date fixed for such determination less an
amount equal to the quotient of (x) the combined amount distributed or payable
in the transactions described in clauses (i), (ii) and (iii) above and (y) the
number of shares of Common Stock outstanding on such date for determination and
(ii) the denominator of which shall be equal to the Current Market Price per
share of the Common Stock on such date for determination.

         (6) In case (i) a tender or exchange offer made by the Company or any
subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders (based on the acceptance (up
to any maximum specified in the terms of the tender or exchange offer) of
Purchased Shares) of an aggregate consideration having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) that combined together with (ii) the
aggregate of the cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive




                                       38





and described in a Board Resolution), as of the expiration of such tender or
exchange offer, of consideration payable in respect of any other tender or
exchange offer, by the Company or any subsidiary of the Company for all or any
portion of the Common Stock expiring within the 12 months preceding the
expiration of such tender or exchange offer and in respect of which no
adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has
been made and (iii) the aggregate amount of any distributions to all holders of
the Company's Common Stock made exclusively in cash within the 12 months
preceding the expiration of such tender or exchange offer and in respect of
which no adjustment pursuant to paragraph (5) of this Section or this paragraph
(6) has been made, exceeds 15% of the product of the Current Market Price per
share of the Common Stock as of the last time (the "Expiration Time") tenders
could have been made pursuant to such tender or exchange offer (as it may be
amended) times the number of shares of Common Stock outstanding (including any
tendered shares) on the Expiration Time, then, and in each such case,
immediately prior to the opening of business on the day after the date of the
Expiration Time, the Settlement Rate shall be adjusted so that the same shall
equal the rate determined by dividing the Settlement Rate immediately prior to
the close of business on the date of the Expiration Time by a fraction (i) the
numerator of which shall be equal to (A) the product of (i) the Current Market
Price per share of the Common Stock on the date of the Expiration Time and (ii)
the number of shares of Common Stock outstanding (including any tendered shares)
on the Expiration Time less (B) the amount of cash plus the fair market value
(determined as aforesaid) of the aggregate consideration payable to stockholders
based on the transactions described in clauses (i), (ii) and (iii) above
(assuming in the case of clause (i) the acceptance, up to any maximum specified
in the terms of the tender or exchange offer, of Purchased Shares), and (ii) the
denominator of which shall be equal to the product of (A) the Current Market
Price per share of the Common Stock as of the Expiration Time and (B) the number
of shares of Common Stock outstanding (including any tendered shares) as of the
Expiration Time less the number of all shares validly tendered and not withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares").

         (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.4(b) applies) shall be deemed to involve
(a) a distribution of such securities other than Common Stock to all holders of
Common Stock (and the effective date of such reclassification shall be deemed to
be "the date fixed for the determination of stockholders entitled to receive
such distribution" and the "date fixed for such determination" within the
meaning of paragraph (4) of this Section), and (b) a subdivision, split or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
or split becomes effective" or "the day upon which such combination becomes
effective," as the case may be, and "the day upon which such subdivision, split
or combination becomes effective" within the meaning of paragraph (3) of this
Section).

         (8) The "Current Market Price" per share of Common Stock on any day
means the average of the daily Closing Prices for the 5 consecutive Trading Days
selected by the 




                                       39





Company commencing not more than 20 Trading Days before, and ending not later
than, the earlier of the day in question and the day before the "ex date" with
respect to the issuance or distribution requiring such computation. For purposes
of this paragraph, the term "ex date," when used with respect to any issuance or
distribution, shall mean the first date on which the Common Stock trades regular
way on such exchange or in such market without the right to receive such
issuance or distribution.

         (9) All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in
the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; provided, that any
adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.4(a), an adjustment shall also
be made to the Applicable Market Value solely to determine which of clauses (a),
(b) or (c) of the definition of Settlement Rate in Section 5.1 will apply on the
Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable
Market Value by a fraction, the numerator of which shall be the Settlement Rate
immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5),
(6), (7) or (10) of this Section 5.4(a) and the denominator of which shall be
the Settlement Rate immediately before such adjustment; provided, that if such
adjustment to the Settlement Rate is required to be made pursuant to the
occurrence of any of the events contemplated by paragraph (1), (2), (3), (4),
(5), (7) or (10) of this Section 5.4(a) during the period taken into
consideration for determining the Applicable Market Value, appropriate and
customary adjustments shall be made to the Settlement Rate.

         (10) The Company may make such increases in the Settlement Rate, in
addition to those required by this Section, as it considers to be advisable in
order to avoid or diminish any income tax to any holders of shares of Common
Stock resulting from any dividend or distribution of stock or issuance of rights
or warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons.

         (b) Adjustment for Consolidation, Merger or Other Reorganization Event.
In the event of (i) any consolidation or merger of the Company with or into
another Person (other than a merger or consolidation in which the Company is the
continuing corporation and in which the Common Stock outstanding immediately
prior to the merger or consolidation is not exchanged for cash, securities or
other property of the Company or another corporation), (ii) any sale, transfer,
lease or conveyance to another Person of the property of the Company as an
entirety or substantially as an entirety, (iii) any statutory exchange of
securities of the Company with another Person (other than in connection with a
merger or acquisition) or (iv) any liquidation, dissolution or winding up of the
Company other than as a result of or after the occurrence of a Termination Event
(any such event, a "Reorganization Event"), the Settlement Rate will be adjusted
to provide that each Holder of Units will receive on the Stock Purchase Date
with respect to each Purchase Contract forming a part thereof, the kind and
amount of securities, cash and other property receivable upon such
Reorganization Event (without any interest thereon, and without any right to
dividends or distribution thereon which have a record 




                                       40





date that is prior to the Stock Purchase Date) by a Holder of the number of
shares of Common Stock issuable on account of each Purchase Contract if the
Stock Purchase Date had occurred immediately prior to such Reorganization Event
assuming such Holder of Common Stock is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (any such Person,
a "Constituent Person"), or an Affiliate of a Constituent Person to the extent
such Reorganization Event provides for different treatment of Common Stock held
by Affiliates of the Company and non-Affiliates and such Holder failed to
exercise his rights of election, if any, as to the kind or amount of securities,
cash and other property receivable upon such Reorganization Event (provided that
if the kind or amount of securities, cash and other property receivable upon
such Reorganization Event is not the same for each share of Common Stock held
immediately prior to such Reorganization Event by other than a Constituent
Person or an Affiliate thereof and in respect of which such rights of election
shall not have been exercised ("non-electing share"), then for the purpose of
this Section the kind and amount of securities, cash and other property
receivable upon such Reorganization Event by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). In the event of such a Reorganization Event, the Person
formed by such consolidation, merger or exchange or the Person which acquires
the assets of the Company or, in the event of a liquidation or dissolution of
the Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that the Holder of each Outstanding Security shall
have the rights provided by this Section 5.4. Such supplemental agreement shall
provide for adjustments which, for events subsequent to the effective date of
such supplemental agreement, shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section. The above provisions of this
Section shall similarly apply to successive Reorganization Events.

         Section 5.5. Notice of Adjustments and Certain Other Events. (a)
Whenever the Settlement Rate is adjusted as herein provided, the Company shall:

                  (i) forthwith compute the Settlement Rate in accordance with
         Section 5.4 and prepare and transmit to the Purchase Contract Agent an
         Officer's Certificate setting forth the Settlement Rate, the method of
         calculation thereof in reasonable detail, and the facts requiring such
         adjustment and upon which such adjustment is based; and

                  (ii) within 10 Business Days following the occurrence of an
         event that requires an adjustment to the Settlement Rate pursuant to
         Section 5.4 (or if the Company is not aware of such occurrence, as soon
         as practicable after becoming so aware), provide a written notice to
         the Holders of the Units of the occurrence of such event and a
         statement in reasonable detail setting forth the method by which the
         adjustment to the Settlement Rate was determined and setting forth the
         adjusted Settlement Rate.

         (b) The Purchase Contract Agent shall not at any time be under any duty
or responsibility to any Holder of Units to determine whether any 




                                       41





facts exist which may require any adjustment of the Settlement Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed in making the same. The Purchase Contract
Agent shall not be accountable with respect to the validity or value (or the
kind or amount) of any shares of Common Stock, or of any securities or property,
which may at the time be issued or delivered with respect to any Purchase
Contract; and the Purchase Contract Agent makes no representation with respect
thereto. The Purchase Contract Agent shall not be responsible for any failure of
the Company to issue, transfer or deliver any shares of Common Stock pursuant to
a Purchase Contract or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article.

         Section 5.6. Termination Event; Notice. The Purchase Contracts and all
obligations and rights of the Company and the Holders thereunder, including,
without limitation , the rights of the Holders to receive, and the obligations
of the Company to pay, Contract Adjustment Payments and the rights and
obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Purchase Contract Agent or the Company, if, on or prior to the Stock
Purchase Date, a Termination Event shall have occurred. Upon and after the
occurrence of a Termination Event, the Normal Units shall thereafter represent
the right to receive the Trust Preferred Securities or the appropriate Treasury
Consideration, as the case may be, forming a part of such Normal Units, and the
Stripped Units shall thereafter represent the right to receive the Treasury
Securities forming a part of such Stripped Units, in each case in accordance
with the provisions of Section 4.3 of the Pledge Agreement. Upon the occurrence
of a Termination Event, the Company shall promptly but in no event later than
two Business Days thereafter give written notice to the Purchase Contract Agent,
the Collateral Agent and to the Holders, at their addresses as they appear in
the Register.

         Section 5.7. Early Settlement. (a) Subject to and upon compliance with
the provisions of this Section 5.7, Purchase Contracts underlying Units having
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may,
at the option of the Holder thereof, be settled early ("Early Settlement")
(unless a Tax Event Redemption has occurred) on or prior to the seventh Business
Day immediately preceding the Remarketing Date or any Subsequent Remarketing
Date; and if either the Normal Units have been converted into Stripped Units or
if a Tax Event Redemption has occurred and the Treasury Portfolio has become a
component of the Normal Units, Purchase Contracts underlying Normal Units may be
settled early on or prior to the second Business Day immediately preceding the
Stock Purchase Date, but only in an aggregate amount of $1,000 or in an integral
multiple thereof. In order to exercise the right to effect Early Settlement with
respect to any Purchase Contracts, the Holder of the Certificate evidencing the
related Units shall deliver such Certificate to the Purchase Contract Agent at
the Corporate Trust office duly endorsed for transfer to the Company or in blank
with the form of Election to Settle Early on the reverse thereof duly completed
and accompanied by payment (payable to the Company in immediately available
funds in an amount (the "Early Settlement Amount") equal to (1) the product of
(A) the Stated Amount of such Units times (B) the number of Purchase Contracts
with respect to which the Holder has elected to effect Early Settlement. No
payment or adjustment shall be made upon Early Settlement of any Purchase
Contract on account of any Contract Adjustment Payments accrued on such Purchase
Contract or on account of any 




                                       42





dividends on the Common Stock issued upon such Early Settlement (2) if such
delivery is made with respect to any Purchase Contracts during the period from
the close of business on any Record Date for any Payment Date to the opening of
business on such Payment Date, an amount equal to the Contract Adjustment
Payments payable on such Payment Date with respect to such Purchase Contracts.

         If the foregoing requirements are first satisfied with respect to
Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City
time, on a Business Day, such day shall be the "Early Settlement Date" with
respect to such Unit and if such requirements are first satisfied after 5:00
p.m., New York City time, on a Business Day or on a day that is not a Business
Day, the "Early Settlement Date" with respect to such Units shall be the next
succeeding Business Day.

         (b) Upon Early Settlement of any Purchase Contract by the Holder of the
related Units, the Company shall issue, and the Holder shall be entitled to
receive, 1.4903 shares of Common Stock on account of such Purchase Contract (the
"Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the
same manner and at the same time as the Settlement Rate is adjusted. As promptly
as practicable after Early Settlement of Purchase Contracts in accordance with
the provisions of this Section 5.7, the Company shall issue and shall deliver to
the Purchase Contract Agent at the Corporate Trust Office a certificate or
certificates for the full number of shares of Common Stock issuable upon such
Early Settlement together with payment in lieu of any fraction of a share, as
provided in Section 5.10.

         (c) No later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause (i) the shares of Common Stock issuable
upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii)
the related Pledged Trust Preferred Securities or Pledged Treasury
Consideration, in the case of Normal Units, or the related Pledged Treasury
Securities, in the case of Stripped Units, to be released from the Pledge by the
Collateral Agent and transferred, in each case, to the Purchase Contract Agent
for delivery to the Holder thereof or the Holder's designee.

         (d) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Pledged Trust
Preferred Securities, Pledged Treasury Consideration or Pledged Treasury
Securities, as the case may be, from the Collateral Agent, as applicable, the
Purchase Contract Agent shall, in accordance with the instructions provided by
the Holder thereof on the applicable form of Election to Settle Early on the
reverse of the Certificate evidencing the related Units, (i) transfer to the
Holder the Pledged Trust Preferred Securities, Pledged Treasury Consideration or
Pledged Treasury Securities, as the case may be, forming a part of such Units,
and (ii) deliver to the Holder a certificate or certificates for the full number
of shares of Common Stock issuable upon such Early Settlement together with
payment in lieu of any fraction of a share, as provided in Section 5.10.

         (e) In the event that Early Settlement is effected with respect to
Purchase Contracts underlying less than all the Units evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the
Purchase Contract Agent shall authenticate, 




                                       43





countersign and deliver to the Holder thereof, at the expense of the Company, a
Certificate evidencing the Units as to which Early Settlement was not effected.

         Section 5.8. Early Settlement Upon Merger. (a) In the event of a merger
or consolidation of the Company of the type described in clause (i) of Section
5.4(b) in which the Common Stock outstanding immediately prior to such merger or
consolidation is exchanged for consideration consisting of at least 30% cash or
cash equivalents (any such event a "Cash Merger"), then the Company (or the
successor to the Company hereunder) shall be required to offer the Holder of
each Unit the right to settle the Purchase Contract underlying such Unit prior
to the Stock Purchase Date ("Merger Early Settlement") as provided herein. On or
before the fifth Business Day after the consummation of a Cash Merger, the
Company or, at the request and expense of the Company, the Purchase Contract
Agent, shall give all Holders notice of the occurrence of the Cash Merger and of
the right of Merger Early Settlement arising as a result thereof. The Company
shall also deliver a copy of such notice to the Purchase Contract Agent and the
Collateral Agent.

         Each such notice shall contain:

                  (i) the date, which shall be not less than 20 nor more than 30
         calendar days after the date of such notice, on which the Merger Early
         Settlement will be effected (the "Merger Early Settlement Date");

                  (ii) the date, which shall be three Business Days prior to the
         Merger Early Settlement Date, by which the Merger Early Settlement
         right must be exercised;

                  (iii) the Settlement Rate in effect as a result of such Cash
         Merger and the kind and amount of securities, cash and other property
         receivable by the Holder upon settlement of each Purchase Contract
         pursuant to Section 5.4(b);

                  (iv) a statement to the effect that all or a portion of the
         Purchase Price payable by the Holder to settle the Purchase Contract
         will be offset against the amount of cash so receivable upon exercise
         of Merger Early Settlement, as applicable; and

                  (v) the instructions a Holder must follow to exercise the
         Merger Early Settlement right.

         (b) To exercise a Merger Early Settlement right, a Holder shall deliver
to the Purchase Contract Agent at the Corporate Trust Office on or one Business
Day before the Merger Settlement Date, at 5:00 p.m., New York City time the
Certificate(s) evidencing the Units with respect to which the Merger Early
Settlement right is being exercised duly endorsed for transfer to the Company or
in blank with the form of Election to Settle Early on the reverse thereof duly
completed and accompanied by payment (payable to the Company in immediately
available funds in an amount equal to the Early Settlement Amount less the
amount of cash that otherwise would be deliverable by the Company or its
successor upon settlement of the Purchase Contract




                                       44





in lieu of Common Stock pursuant to Section 5.4(b) and as described in the
notice to Holders (the "Merger Early Settlement Amount").

         (c) On the Merger Early Settlement Date the Company shall deliver or
cause to be delivered (i) the net cash, securities and other property to be
received by such exercising Holder, equal to the Settlement Rate as adjusted
pursuant to Section 5.4, in respect of the number of Purchase Contracts for
which such Merger Early Settlement right was exercised, and (ii) the related
Pledged Trust Preferred Securities or Pledged Treasury Consideration, in the
case of Normal Units, or Pledged Treasury Securities, in the case of Stripped
Units, to be released from the Pledge by the Collateral Agent and transferred,
in each case, to the Purchase Contract Agent for delivery to the Holder thereof
or its designee. In the event a Merger Early Settlement right shall be exercised
by a Holder in accordance with the terms hereof, all references herein to Stock
Purchase Date shall be deemed to refer to such Merger Early Settlement Date.

         (d) Upon Merger Early Settlement of any Purchase Contracts, and subject
to receipt of such net cash, securities or other property from the Company and
the Pledged Trust Preferred Securities, Pledged Treasury Consideration or
Pledged Treasury Securities, as the case may be, from the Collateral Agent, as
applicable, the Purchase Contract Agent shall, in accordance with the
instructions provided by the Holder thereof on the applicable form of Election
to Settle Early on the reverse of the Certificate evidencing the related Units,
(i) transfer to the Holder the Pledged Trust Preferred Securities, Pledged
Treasury Consideration or Pledged Treasury Securities, as the case may be,
forming a part of such Units, and (ii) deliver to the Holder such net cash,
securities or other property issuable upon such Merger Early Settlement together
with payment in lieu of any fraction of a share, as provided in Section 5.10.

         (e) In the event that Merger Early Settlement is effected with respect
to Purchase Contracts underlying less than all the Units evidenced by a
Certificate, upon such Merger Early Settlement the Company (or the successor to
the Company hereunder) shall execute and the Purchase Contract Agent shall
authenticate, countersign and deliver to the Holder thereof, at the expense of
the Company, a Certificate evidencing the Units as to which Merger Early
Settlement was not effected.

         Section 5.9. Charges and Taxes. The Company will pay all stock transfer
and similar taxes attributable to the initial issuance and delivery of the
shares of Common Stock pursuant to the Purchase Contracts; provided, that the
Company shall not be required to pay any such tax or taxes which may be payable
in respect of any exchange of or substitution for a Certificate evidencing a
Unit or any issuance of a share of Common Stock in a name other than that of the
registered Holder of a Certificate surrendered in respect of the Units evidenced
thereby, other than in the name of the Purchase Contract Agent, as custodian for
such Holder, and the Company shall not be required to issue or deliver such
share Certificate or Certificates unless and until the Person or Persons
requesting the transfer or issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.




                                       45





        Section 5.10. No Fractional Shares. No fractional shares or scrip 
representing fractional shares of Common Stock shall be issued or delivered upon
settlement on the Stock Purchase Date or upon Early Settlement or Merger Early 
Settlement of any Purchase Contracts. If Certificates evidencing more than one 
Purchase Contract shall be surrendered for settlement at one time by the same 
Holder, the number of full shares of Common Stock which shall be delivered upon 
settlement shall be computed on the basis of the aggregate number of Purchase 
Contracts evidenced by the Certificates so surrendered. Instead of any 
fractional share of Common Stock which would otherwise be deliverable upon 
settlement of any Purchase Contracts on the applicable Settlement Date or upon 
Early Settlement or Merger Early Settlement, the Company, through the Purchase 
Contract Agent, shall make a cash payment in respect of such fractional shares 
in an amount equal to the value of such fractional shares times the Applicable 
Market Value. The Company shall provide the Purchase Contract Agent from time to
time with sufficient funds to permit the Purchase Contract Agent to make all 
cash payments required by this Section 5.10 in a timely manner.

        Section 5.11. Contract Adjustment Payments(a) . The Company shall pay, 
on each Payment Date, the Contract Adjustment Payments payable in respect of 
each Purchase Contract to the Person in whose name a Certificate (or one or more
Predecessor Certificates) is registered at the close of business on the Record
Date next preceding such Payment Date in such coin or currency of the United
States as at the time of payment shall be legal tender for the payment of public
and private debts. The Contract Adjustment Payments will be payable at the
office of the Purchase Contract Agent in The City of New York maintained for
that purpose or, at the option of the Company, by check mailed to the address of
the Person entitled thereto at such Person's address as it appears on the Normal
Units Register or the Stripped Units Register. If any date on which Contract
Adjustment Payments are to be made is not a Business Day, then payment of the
Contract Adjustment Payments payable on such date will be made on the next day
that is a Business Day (and without any interest in respect of any such delay),
except that, if such Business Day is in the next calendar year, such payment
will be made on the preceding Business Day.
        
        Upon the occurrence of a Termination Event, the Company's obligation
to pay Contract Adjustment Payments (including any accrued and deferred Contract
Adjustment Payments) shall cease.

        Each Certificate delivered under this Agreement upon registration of
transfer of or in exchange for or in lieu of (including as a result of a
Collateral Substitution or the reestablishment of Normal Unit Certificate any
other Certificate shall carry the right to accrued and unpaid Contract
Adjustment Payments, and the right to accrue Contract Adjustment Payments, which
rights were carried by the Purchase Contracts underlying such other
Certificates.

        Subject to Section 5.7, in the case of any Security with respect to
which Early Settlement of the underlying Purchase Contract is effected on an
Early Settlement Date that is after any Record Date and on or prior to the next
succeeding Payment Date, Contract Adjustment Payments otherwise payable on such
Payment Date shall be payable on such Payment Date


                                       46



notwithstanding such Early Settlement, and such Contract Adjustment Payments 
shall be paid to the Person in whose name the Certificate evidencing such 
Security (or one or more Predecessor Certificates) is registered at the close of
business on such Record Date. Except as otherwise expressly provided in the 
immediately preceding sentence, in the case of any Security with respect to 
which Early Settlement of the underlying Purchase Contract is effected on an 
Early Settlement Date, Contract Adjustment Payments that would otherwise be 
payable after the Early Settlement Date with respect to such Purchase Contract 
shall not be payable.

        (b) Provided no event of default under the Indenture has occurred and is
continuing, Contract Adjustment Payments may be deferred, at the discretion of
the Company, but, in no event later than the Stock Purchase Date, any Contract
Adjustment Payments, so deferred, shall be treated as additional Contract
Adjustment Payments at the rate of 1.25% per annum and payable on the same basis
as the Contract Adjustment Payments, compounded on each succeeding Payment Date
until paid in full, provided that, except as otherwise expressly provided in the
first sentence of the preceding paragraph, in the case of any Security with
respect to which Early Settlement of the underlying Purchase Contract is
effected on an Early Settlement Date, the Holder will have no right to receive
any accrued or deferred Contract Adjustment Payments.

        (c) Nothing contained in this Section 5.11 or elsewhere in this 
Agreement or in the Securities is intended to or shall impair, as among the 
Company, its creditors and the Holders, the obligation of the Company, which is 
absolute and unconditional, to pay to the Holders such Contract Adjustment 
Payments on the Securities as and when the same shall become due and payable in 
accordance with their terms, nor shall anything herein or therein prevent the 
Purchase Contract Agent or any Holder from exercising all remedies otherwise 
permitted by applicable law upon default under this Agreement.

                              ARTICLE VI. REMEDIES

        Section 6.1. Unconditional Right of Holders to Receive Contract 
Adjustment Payments and to Purchase Common Stock. The Holder of any Unit shall 
have the right, which is absolute and unconditional, (i) (subject to the payment
by such Holder of Contract Adjustment Payments pursuant to Section 5.7(a)), to 
receive each Contract Adjustment Payment with respect to the Purchase Contract
constituting a part of such Security on the respective Payment Date for such
Security and (ii) to purchase Common Stock pursuant to the Purchase Contract
constituting a part of such Unit and to institute suit for the enforcement of
any such Contract Adjustment Payment and right to purchase Common Stock, and
such rights shall not be impaired without the consent of such Holder.

        Section 6.2. Restoration of Rights and Remedies. If any Holder has 
instituted any proceeding to enforce any right or remedy under this Agreement 
and such proceeding has been discontinued or abandoned for any reason, or has 
been determined adversely to such Holder, then and in every such case, subject 
to any determination in such proceeding, the Company and such Holder shall be 
restored severally and respectively to their former positions 


                                       47




hereunder and thereafter all rights and remedies of such Holder shall continue 
as though no such proceeding had been instituted.

        Section 6.3. Rights and Remedies Cumulative. Except as otherwise 
provided with respect to the replacement or payment of mutilated, destroyed, 
lost or stolen Certificates in the last paragraph of Section 3.10, no right or 
remedy herein conferred upon or reserved 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 6.4. Delay or Omission Not Waiver. No delay or omission of any 
Holder to exercise any right or remedy upon a default shall impair any such 
right or remedy or constitute a waiver of any such right. Every right and remedy
given by this Article or by law to the Holders may be exercised from time to 
time, and as often as may be deemed expedient, by such Holders.

        Section 6.5. Undertaking for Costs. All parties to this Agreement agree,
and each Holder of a Unit, by its acceptance of such Unit shall be deemed to 
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Agreement, or in any suit against
the Purchase Contract Agent for any action taken, suffered or omitted by it as
Purchase Contract Agent, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided that
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Purchase Contract Agent, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% of the Outstanding Securities, or to any suit instituted by any Holder
for the enforcement of distributions on any Trust Preferred Securities or
Contract Adjustment Payments on any Purchase Contract on or after the respective
Payment Date therefor in respect of any Unit held by such Holder, or for
enforcement of the right to purchase shares of Common Stock under the Purchase
Contract constituting part of any Unit held by such Holder.

        Section 6.6. 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 Agreement; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, but will suffer and permit the
execution of every such power as though no such law had been enacted.


                                       48





                    ARTICLE VII. THE PURCHASE CONTRACT AGENT

        Section 7.1. Certain Duties and Responsibilities. (a)(1) The Purchase 
Contract Agent undertakes to perform, with respect to the Units and Separate 
Trust Preferred Securities, such duties and only such duties as are specifically
set forth in this Agreement and the Pledge Agreement, and no implied covenants 
or obligations shall be read into this Agreement against the Purchase Contract
Agent; and

                (2) in the absence of bad faith, willful misconduct or 
        negligence on its part, the Purchase Contract Agent may, with 
        respect to the Units and Separate Trust Preferred Securities, 
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions 
        furnished to the Purchase Contract Agent and conforming to the 
        requirements of this Agreement, but in the case of any certificates or 
        opinions which by any provision hereof are specifically required to be  
        furnished to the Purchase Contract Agent, the Purchase Contract
        Agent shall be under a duty to examine the same to determine
        whether or not they conform to the requirements of this Agreement.

        (b) No provision of this Agreement shall be construed to relieve the 
Purchase Contract Agent from liability for its own negligent action, its own 
negligent failure to act, its own bad faith, or its own willful misconduct, 
except that:

                (1) this paragraph shall not be construed to limit the effect 
        of paragraph (a) of this Section;

                (2) the Purchase Contract Agent shall not be liable for any 
        error of judgment made in good faith by a Responsible Officer, unless it
        shall be proved that the Purchase Contract Agent was negligent in
        ascertaining the pertinent facts; and

                (3) no provision of this Agreement shall require the Purchase 
        Contract Agent 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
        adequate indemnity is not provided to it.

        (c) Whether or not therein expressly so provided, every provision of 
this Agreement relating to the conduct or affecting the liability of or 
affording protection to the Purchase Contract Agent shall be subject to the 
provisions of this Section.

        (d) The Purchase Contract Agent is authorized to execute and deliver the
Pledge Agreement in its capacity as Purchase Contract Agent.

        Section 7.2. Notice of Default. Within 30 days after the occurrence of 
any default by the Company hereunder of which a Responsible Officer of the 
Purchase Contract Agent has actual knowledge, the Purchase Contract Agent shall 
transmit by mail to the Company


                                       49




and the Holders of Units, as their names and addresses appear in the Register, 
notice of such default hereunder, unless such default shall have been cured or 
waived.

        Section 7.3. Certain Rights of Purchase Contract Agent . Subject to the
provisions of Section 7.1:

                (a) the Purchase Contract Agent may, in absence of bad faith, 
        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 reasonably 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 an Officer's Certificate, Issuer 
        Order or Issuer Request, and any resolution of the Board of Directors of
        the Company may be sufficiently evidenced by a Board Resolution;

                (c) whenever in the administration of this Agreement the 
        Purchase Contract Agent shall deem it desirable that a matter be proved 
        or established prior to taking, suffering or omitting any action 
        hereunder, the Purchase Contract Agent (unless other evidence be herein 
        specifically prescribed) may, in the absence of bad faith on its part, 
        conclusively rely upon an Officer's Certificate of the Company;

                (d) the Purchase Contract Agent may consult with counsel of 
        its selection, and the 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; 

                (e) the Purchase Contract Agent 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 Purchase Contract
        Agent, in its discretion, may make reasonable further inquiry or
        investigation into such facts or matters related to the execution,
        delivery and performance of the Purchase Contracts as it may see fit,
        and, if the Purchase Contract Agent shall determine to make such
        further inquiry or investigation, it shall be given a reasonable
        opportunity to examine the books, records and premises of the Company,
        personally or by agent or attorney;

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


                                       50




                (g) the Purchase Contract Agent shall not be liable for any 
        action taken, suffered, or omitted to be taken by it in good faith and 
        reasonably believed by it to be authorized or within the discretion or 
        rights or powers conferred upon it by this Agreement;

                (h) the Purchase Contract Agent shall not be deemed to have 
        notice of any Default or Event of Default unless a Responsible Officer 
        of the Purchase Contract Agent has actual knowledge thereof or unless 
        written notice of any event which is in fact such a default is received 
        by the Trustee at the Corporate Trust Office of the Purchase Contract 
        Agent, and such notice references the Securities and this Agreement;

                (i) the rights, privileges, protections, immunities and 
        benefits given to the Purchase Contract Agent, including, without 
        limitation, its right to be indemnified, are extended to, and shall be 
        enforceable by, the Purchase Contract Agent in each of its capacities 
        hereunder, and each agent, custodian and other Person employed to act 
        hereunder; and

                (j) the Purchase Contract Agent may request that the Company 
        deliver an Officers' Certificate setting forth the names of individuals 
        and/or titles of officers authorized at such time to take specified 
        actions pursuant to this Agreement, which Officers' Certificate may be 
        signed by any person authorized to sign an Officers' Certificate, 
        including any person specified as so authorized in any such certificate 
        previously delivered and not superseded.

        Section 7.4. Not Responsible for Recitals or Issuance of Units. The 
recitals contained herein and in the Certificates shall be taken as the 
statements of the Company and the Purchase Contract Agent assumes no 
responsibility for their accuracy. The Purchase Contract Agent makes no 
representations as to the validity or sufficiency of either this Agreement or of
the Units, or of the Pledge Agreement or the Pledge. The Purchase Contract Agent
shall not be accountable for the use or application by the Company of the 
proceeds in respect of the Purchase Contracts.

        Section 7.5. May Hold Units. Any Registrar or any other agent of the 
Company, or the Purchase Contract Agent and its Affiliates, in their individual 
or any other capacity, may become the owner or pledgee of Units and may 
otherwise deal with the Company, the Collateral Agent or any other Person with 
the same rights it would have if it were not Registrar or such other agent, or 
the Purchase Contract Agent.

        Section 7.6. Money Held in Custody. Money held by the Purchase Contract 
Agent in custody hereunder need not be segregated from the Purchase Contract 
Agent's other funds except to the extent required by law or provided herein. The
Purchase Contract Agent shall be under no obligation to invest or pay interest
on any money received by it hereunder except as otherwise agreed in writing with
the Company.

Section 7.7.      Compensation and Reimbursement.  The Company agrees:


                                       51



        (1) to pay to the Purchase Contract Agent from time to time such
        compensation for all services rendered by it hereunder as shall from
        time to time be agreed upon by the Company and the Purchase Contract
        Agent.

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

        (3) to indemnify the Purchase Contract Agent and any predecessor 
        Purchase Contract Agent for, and to hold it harmless against, any loss,
        liability or expense incurred without negligence, willful
        misconduct or bad faith on its part, arising out of or in
        connection with the acceptance or administration of its duties
        hereunder, including the costs and expenses of defending itself
        against any claim (whether asserted by the Company, or any Holder
        or any other person) or liability in connection with the exercise
        or performance of any of its powers or duties hereunder.

        The provisions of this Section 7.7 shall survive the termination of
this Agreement and the resignation or removal of the Purchaser Contract Agent.

        Section 7.8. Corporate Agent Required; Eligibility. There shall at all 
times be an Purchase Contract Agent hereunder which shall be a corporation 
organized and oing business under the laws of the United States of America, any 
State thereof or the District of Columbia, authorized under such laws to 
exercise corporate trust powers, having (or being a member of a bank holding 
company having) a combined capital and surplus of at least $50,000,000, subject 
to supervision or examination by federal or state authority and having a 
Corporate Trust Office in the Borough of Manhattan, The City of New York, if 
there be such a corporation, qualified and eligible under this Article and 
willing to act on reasonable terms. If such corporation 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 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 Purchase Contract Agent 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 7.9. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Purchase Contract Agent and no appointment of a
successor Purchase Contract Agent pursuant to this Article shall become
effective until the acceptance of appointment by the successor Purchase Contract
Agent in accordance with the applicable requirements of Section 7.10.


                                       52



        (b) The Purchase Contract Agent may resign at any time by giving 
written notice thereof to the Company 60 days prior to the effective date of 
such resignation. If the instrument of acceptance by a successor Purchase 
Contract Agent required by Section 7.10 shall not have been delivered to the 
Purchase Contract Agent within 30 days after the giving of such notice of 
resignation, the resigning Purchase Contract Agent may petition any court of 
competent jurisdiction for the appointment of a successor Purchase Contract
Agent.

        (c) The Purchase Contract Agent may be removed at any time by Act of
the Holders of a majority in number of the Outstanding Securities delivered to 
the Purchase Contract Agent and the Company.

        (d) If at any time

                (1) the Purchase Contract Agent fails to comply with 
        Section 310(b) of the TIA, as if the Purchase Contract Agent were an 
        indenture trustee under an indenture qualified under the TIA, after 
        written request therefor by the Company or by any Holder who has been a 
        bona fide Holder of a Unit for at least six months, or

                (2) the Purchase Contract Agent shall cease to be eligible 
        under Section 7.8 and shall fail to resign after written request 
        therefor by the Company or by any such Holder, or

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

then, in any such case, (x) the Company by a Board Resolution may remove the
Purchase Contract Agent, or (y) any Holder who has been a bona fide Holder of a
Unit 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
Purchase Contract Agent and the appointment of a successor Purchase Contract
Agent.

        (e) If the Purchase Contract Agent shall resign, be removed or 
become incapable of acting, or if a vacancy shall occur in the office of 
Purchase Contract Agent for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Purchase Contract Agent and shall comply with the 
applicable requirements of Section 7.10. If no successor Purchase Contract Agent
shall have been so appointed by the Company and accepted appointment in the 
manner required by Section 7.10, any Holder who has been a bona fide Holder of a
Unit 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 Purchase Contract Agent.


                                       53



        (f) The Company shall give, or shall cause such successor Purchase 
Contract Agent to give, notice of each resignation and each removal of the 
Purchase Contract Agent and each appointment of a successor Purchase Contract 
Agent by mailing written notice of such event by first-class mail, postage 
prepaid, to all Holders as their names and addresses appear in the applicable 
Register. Each notice shall include the name of the successor Purchase Contract 
Agent and the address of its Corporate Trust Office.

        (g) If an instrument of acceptance by a successor Purchase Contract 
Agent shall not have been delivered to the Purchase Contract Agent within 30 
days after the giving of such notice of removal, the Trustee being removed may 
petition any court of competent jurisdiction for the appointment of a successor 
Purchase Contract Agent with respect to the Securities.

        Section 7.10. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Purchase Contract Agent, every such
successor Purchase Contract Agent so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Purchase Contract Agent an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Purchase Contract Agent shall become effective and such successor
Purchase Contract Agent, without any further act, deed or conveyance, shall
become vested with all the rights, powers, agencies and duties of the retiring
Purchase Contract Agent; but, on the request of the Company or the successor
Purchase Contract Agent, such retiring Purchase Contract Agent shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Purchase Contract Agent all the rights, powers and trusts of the
retiring Purchase Contract Agent and shall duly assign, transfer and deliver to
such successor Purchase Contract Agent all property and money held by such
retiring Purchase Contract Agent hereunder.

        (b) Upon request of any such successor Purchase Contract Agent, the 
Company shall execute any and all instruments for more fully and certainly 
vesting in and confirming to such successor Purchase Contract Agent all such 
rights, powers and agencies referred to in paragraph (a) of this Section.

        (c) No successor Purchase Contract Agent shall accept its appointment 
unless at the time of such acceptance such successor Purchase Contract Agent 
shall be qualified and eligible under this Article.

        Section 7.11. Merger, Conversion, Consolidation or Succession to 
Business. Any corporation into which the Purchase Contract 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 the Purchase Contract 
Agent shall be a party, or any corporation succeeding to all or substantially 
all the corporate trust business of the Purchase Contract Agent, shall be the 
successor of the Purchase Contract Agent 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 Certificates shall have been authenticated and 
executed on behalf of the Holders, but not delivered, by the Purchase Contract


                                       54



Agent then in office, any successor by merger, conversion or consolidation to 
such Purchase Contract Agent shall adopt such authentication and execution and 
deliver the Certificates so authenticated and executed with the same effect as 
if such successor Purchase Contract Agent had itself authenticated and executed 
such Units.

        Section 7.12. Preservation of Information; Communications to Holders. 
(a) The Purchase Contract Agent shall preserve, in as current a form as is 
reasonably practicable, the names and addresses of Holders received by the 
Purchase Contract Agent in its capacity as Registrar.

        (b) If three or more Holders (herein referred to as "applicants") apply 
in writing to the Purchase Contract Agent, and furnish to the Purchase Contract
Agent reasonable proof that each such applicant has owned a Unit for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Agreement or under the Units and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Purchase Contract Agent shall mail to all the Holders
copies of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Purchase Contract
Agent of the materials to be mailed and of payment, or provision, in the absence
of bad faith, satisfactory to the Purchase Contract Agent for the payment, of
the reasonable expenses of such mailing.

        Section 7.13. No Obligations of Purchase Contract Agent. Except to the 
extent otherwise provided in this Agreement, the Purchase Contract Agent assumes
no obligation and shall not be subject to any liability under this Agreement, 
the Pledge Agreement or any Purchase Contract in respect of the obligations of 
the Holder of any Unit thereunder. The Company agrees, and each Holder of a
Certificate, by such Holder's acceptance thereof, shall be deemed to have
agreed, that the Purchase Contract Agent's execution of the Certificates on
behalf of the Holders shall be solely as agent and attorney-in-fact for the
Holders, and that the Purchase Contract Agent shall have no obligation to
perform such Purchase Contracts on behalf of the Holders, except to the extent
expressly provided in Article Five.

        Section 7.14. Tax Compliance. (a) The Purchase Contract Agent, on its 
own behalf and on behalf of the Company, will comply with all applicable 
certification, information reporting and withholding (including "backup" 
withholding) requirements imposed by applicable tax laws, regulations or 
administrative practice with respect to (i) any payments made with respect to 
the Units or (ii) the issuance, delivery, holding, transfer, redemption or 
exercise of rights under the Units. Such compliance shall include, without 
limitation, the preparation and timely filing of required returns and the timely
payment of all amounts required to be withheld to the appropriate taxing 
authority or its designated Purchase Contract Agent.

        (b) The Purchase Contract Agent shall comply with any reasonable written
direction timely received from the Company with respect to the application of
such requirements to particular payments or Holders or in other particular
circumstances, and may for purposes of this Agreement rely on any such direction
in accordance with the provisions of Section 7.1(a)(2).


                                       55



        (c) The Purchase Contract Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available, on written request, to the Company or its authorized representative
within a reasonable period of time after receipt of such request.


                     ARTICLE VIII. SUPPLEMENTAL AGREEMENTS

        Section 8.1. Supplemental Agreements Without Consent of Holders. Without
the consent of any Holders, the Company and the Purchase Contract Agent, at any 
time and from time to time, may enter into one or more agreements supplemental
hereto, in form satisfactory to the Company and the Purchase Contract Agent, 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 Certificates; or

                (2) to add to the covenants of the Company for the benefit of 
        the Holders, or to surrender any right or power herein conferred upon 
        the Company; or

                (3) to evidence and provide for the acceptance of appointment 
        hereunder by a successor Purchase Contract Agent; or

                (4) to make provision with respect to the rights of Holders 
        pursuant to the requirements of Section 5.4(b) or 5.8; or

                (5) to cure any ambiguity, to correct or supplement any 
        provisions herein which may be inconsistent with any other provisions 
        herein, or to make any other provisions with respect to such matters or
        questions arising under this Agreement, provided such action shall
        not adversely affect the interests of the Holders.

        Section 8.2. Supplemental Agreements with Consent of Holders. With the 
consent of the Holders of not less than a majority of the outstanding Purchase 
Contracts voting together as one class, by Act of said Holders delivered to the 
Company and the Purchase Contract Agent, the Company, when authorized by a Board
Resolution, and the Purchase Contract Agent may enter into an agreement or
agreements supplemental hereto for the purpose of modifying in any manner the
terms of the Purchase Contracts, or the provisions of this Agreement or the
rights of the Holders in respect of the Units; provided, that, except as
contemplated herein, no such supplemental agreement shall, without the consent
of the Holder of each Outstanding Security affected thereby:

                (1)   change any Payment Date;


                                       56



                (2) change the amount or the type of Collateral required to be 
        Pledged to secure a Holder's Obligations under the Purchase Contract, 
        impair the right of the Holder of any Purchase Contract to receive
        distributions on the related Collateral or otherwise adversely
        affect the Holder's rights in or to such Collateral or materially
        adversely alter the rights in or to such Collateral;

                (3) reduce Contract Adjustment Payments or change any place 
        where, or the coin or currency in which, Contract Adjustment Payments 
        are payable;

                (4) impair the right to institute suit for the enforcement of 
        any Purchase Contract;

                (5) reduce the number of shares of Common Stock to be purchased 
        pursuant to any Purchase Contract, increase the price to purchase shares
        of Common Stock upon settlement of any Purchase Contract, change the
        Stock Purchase Date or otherwise materially adversely affect the
        Holder's rights under any Purchase Contract;

                (6) reduce the percentage of the outstanding Purchase Contracts 
        the consent of whose Holders is required for the modification or
        amendment of the provisions of the Agreement, the Pledge Agreement
        or the Purchase Contracts; or

                (7) change the place or currency of payment for any amounts 
        payable in respect of the Units, increase any amounts payable by holders
        in respect of the Units or decrease any other amounts receivable by
        holders in respect of the Units.

provided that if any amendment or proposal referred to above would adversely
affect only the Normal Units or the Stripped Units, then only the affected class
of Holder as of the record date for the Holders entitled to vote thereon will be
entitled to vote on such amendment or proposal, and such amendment or proposal
shall not be effective except with the consent of Holders of not less than a
majority of such class.

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

        Section 8.3. Execution of Supplemental Agreements. In executing, or 
accepting the additional agencies created by, any supplemental agreement 
permitted by this Article or the modifications thereby of the agencies created 
by this Agreement or the Officers' Certificate, the Purchase Contract Agent 
shall be provided and (subject to Section 7.1) shall be fully protected in 
relying upon, an Opinion of Counsel stating that the execution of such 
supplemental agreement is authorized or permitted by this Agreement. The 
Purchase Contract Agent may, but shall not be obligated to, enter into any such 
supplemental agreement which affects the Purchase Contract Agent's own rights, 
duties or immunities under this Agreement or otherwise.


                                       57



        Section 8.4. Effect of Supplemental Agreements. Upon the execution of 
any supplemental agreement under this Article, this Agreement shall be modified 
in accordance therewith, and such supplemental agreement shall form a part of 
this Agreement for all purposes; and every Holder of Certificates theretofore or
thereafter authenticated, executed on behalf of the Holders and delivered
hereunder shall be bound thereby.

        Section 8.5. Reference to Supplemental Agreements. Certificates 
authenticated, executed on behalf of the Holders and delivered after the 
execution of any supplemental agreement pursuant to this Article may, and shall 
if required by the Purchase Contract Agent, bear a notation in form approved by 
the Purchase Contract Agent as to any matter provided for in such supplemental 
agreement. If the Company shall so determine, new Certificates so modified as to
conform, in the opinion of the Purchase Contract Agent and the Company, to any 
such supplemental agreement may be prepared and executed by the Company and
authenticated, executed on behalf of the Holders and delivered by the Purchase
Contract Agent in exchange for Outstanding Certificates.


             ARTICLE IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE

        Section 9.1. Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions. The Company covenants that it will not 
(a) merge or consolidate with any other Person or (b) sell, assign, transfer, 
lease or convey all or substantially all of its properties and assets to any 
Person or group of affiliated Persons in one transaction or a series of related 
transactions other than, with respect to clause (b), a direct or indirect 
wholly-owned subsidiary of the Company, unless (i) either the Company shall be 
the continuing corporation, or the successor (if other than the Company) shall 
be a corporation organized and existing under the laws of the United States of 
America or a State thereof or the District of Columbia and such corporation 
shall expressly assume all the obligations of the Company under the Purchase 
Contracts, the Notes, the Trust Securities Guarantee, this Agreement, the 
Remarketing Agreement, and the Pledge Agreement by one or more supplemental 
agreements in form reasonably satisfactory to the Purchase Contract Agent and 
the Collateral Agent, executed and delivered to the Purchase Contract Agent and 
the Collateral Agent by such corporation, and (ii) the Company or such successor
corporation, as the case may be, shall not, immediately after such merger or 
consolidation, or such sale, assignment, transfer, lease or conveyance, be in 
default in the performance of any covenant or condition hereunder, under any of 
this Agreement, the Pledge Agreement, the Purchase Contracts or the Units or the
Remarketing Agreement. 

        Section 9.2. Rights and Duties of Successor Corporation. In case of any 
such consolidation, merger, sale, assignment, transfer, lease or conveyance and 
upon any such assumption by a successor corporation in accordance with 
Section 9.1, such successor corporation 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 corporation thereupon may cause to be signed, and may issue 
either in its own name or in the name of the Company, any or all of the 
Certificates evidencing Units issuable hereunder which theretofore shall not 
have been signed by the Company and delivered to the Purchase Contract Agent; 
and, upon the order of such 


                                       58



successor corporation, instead of the Company, and subject to all the
terms, conditions and limitations in this Agreement prescribed, the Purchase
Contract Agent shall authenticate and execute on behalf of the Holders and
deliver any Certificates which previously shall have been signed and delivered
by the officers of the Company to the Purchase Contract Agent for authentication
and execution, and any Certificate evidencing Units which such successor
corporation thereafter shall cause to be signed and delivered to the Purchase
Contract Agent for that purpose. All the Certificates so issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

        In case of any such consolidation, merger, sale, assignment,
transfer, lease or conveyance, such change in phraseology and form (but not in
substance) may be made in the Certificates evidencing Units thereafter to be
issued as may be appropriate.

        Section 9.3. Opinion of Counsel Given to Purchase Contract Agent. The 
Purchase Contract Agent, subject to Sections 7.1 and 7.3, shall receive an 
Opinion of Counsel as conclusive evidence that any such consolidation, merger, 
sale, assignment, transfer, lease or conveyance, and any such assumption, 
complies with the provisions of this Article and that all conditions precedent 
to the consummation of any such consolidation, merger, sale, assignment, 
transfer, lease or conveyance have been met.

                              ARTICLE X. COVENANTS

        Section 10.1. Performance Under Purchase Contracts. The Company 
covenants and agrees for the benefit of the Holders from time to time of the 
Units that it will duly and punctually perform its obligations under the 
Purchase Contracts in accordance with the terms of the Purchase Contracts and 
this Agreement. 

        Section 10.2. Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York an office or agency where
Certificates may be presented or surrendered for acquisition of shares of Common
Stock upon settlement of the Purchase Contracts on any Settlement Date and for
transfer of Collateral upon occurrence of a Termination Event, where
Certificates may be surrendered for registration of transfer or exchange, for a
Collateral Substitution or reestablishment of Normal Units and where notices and
demands to or upon the Company in respect of the Units and this Agreement may be
served. The Company will give prompt written notice to the Purchase Contract
Agent 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 Purchase Contract Agent with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office, and the Company hereby appoints the
Purchase Contract Agent as its agent to receive all such presentations,
surrenders, notices and demands.


                                       59



        The Company may also from time to time designate one or more other
offices or agencies where Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Company will give prompt
written notice to the Purchase Contract Agent of any such designation or
rescission and of any change in the location of any such other office or agency.
The Company hereby designates as the place of payment for the Units the
Corporate Trust Office and appoints the Purchase Contract Agent at its Corporate
Trust Office as paying agent in such city.

        Section 10.3. Company to Reserve Common Stock. The Company shall at all 
times prior to the Stock Purchase Date reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock the full
number of shares of Common Stock issuable against tender of payment in respect
of all Purchase Contracts constituting a part of the Units evidenced by
Outstanding Certificates.

        Section 10.4. Covenants as to Common Stock. The Company covenants that 
all shares of Common Stock which may be issued against tender of payment in 
respect of any Purchase Contract constituting a part of the Outstanding 
Securities will, upon issuance, be duly authorized, validly issued, fully paid 
and nonassessable. 

        Section 10.5. Statements of Officer of the Company as to Default. The 
Company will deliver to the Purchase Contract Agent, within 120 days after the 
end of each fiscal year of the Company ending after the date hereof, an 
Officer's Certificate, one of the signers of which shall be the principal 
financial, principal accounting or principal executive officer of the Company 
stating whether or not to the best knowledge of the signer thereof the Company 
is in default in the performance and observance of any of the terms, provisions 
and conditions hereof, and if the Company shall be in default, specifying all 
such defaults and the nature and status thereof of which such Officer may have
knowledge.



                                       60




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

                                    RAYTHEON COMPANY

                                    By:/s/ Richard A. Goglia 
                                       Name: Richard A. Goglia
                                       Title:Vice-President and Treasurer


                                    THE BANK OF NEW YORK,
                                    as Purchase Contract Agent

                                    By:/s/ Kisha A. Holder 
                                       Name:  Kisha A. Holder 
                                       Title: Assistant Treasurer







                                       61



                                     
                                    EXHIBIT A


        THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

        Unless this Certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
Company or its Purchase Contract 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 Depository
Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.


No.                                                         CUSIP No.
Number of Normal Units


                   Form of Face of Normal Units Certificate

        This Normal Units Certificate certifies that Cede & Co. is the
registered Holder of the number of Normal Units set forth above. Each Normal
Unit represents (i) either (a) beneficial ownership by the Holder of one 7%
Trust Preferred Security (the "Trust Preferred Security") of RC Trust I, a
Delaware statutory business trust (the "Trust"), having a stated liquidation
amount of $50 per share, subject to the Pledge of such Trust Preferred Security
by such Holder pursuant to the Pledge Agreement, (b) if the Trust Preferred
Security has been remarketed by the Remarketing Agent (or if the Holder has
elected not to have the Trust Preferred Security remarketed by delivering the
appropriate Treasury Consideration specified by the Remarketing Agent), the
appropriate Treasury Consideration, subject to the Pledge of such Treasury
Consideration by such Holder pursuant to the Pledge Agreement or (c) upon the
occurrence of a Tax Event Redemption prior to the Stock Purchase Date, the
appropriate Applicable Ownership Interest of the Treasury Portfolio, subject to
the Pledge of such Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio by such Holder pursuant
to the Pledge Agreement, and, and (ii) the rights and obligations of the Holder
under one Purchase Contract with Raytheon Company, a Delaware corporation (the
"Company"). All capitalized terms used herein which are defined in the Purchase
Contract Agreement have the meaning set forth therein.


                                      A-1



        Pursuant to the Pledge Agreement, the Trust Preferred Security or
the appropriate Treasury Consideration, as the case may be, constituting part of
each Normal Unit evidenced hereby has been pledged to the Collateral Agent, for
the benefit of the Company, to secure the obligations of the Holder under the
Purchase Contract comprising a part of such Normal Unit.

        The Pledge Agreement provides that all payments in respect of the
Pledged Trust Preferred Securities or Pledged Treasury Consideration received by
the Collateral Agent shall be paid by the Collateral Agent by wire transfer in
same day funds (i) in the case of (A) quarterly cash distributions on Normal
Units which include Pledged Trust Preferred Securities or Pledged Treasury
Consideration and (B) any payments of the Trust Preferred Securities or Treasury
Consideration, as the case may be, that have been released from the Pledge
pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account
designated by the Purchase Contract Agent, no later than 10:00 a.m., New York
City time, on the Business Day such payment is received by the Collateral Agent
(provided that in the event such payment is received by the Collateral Agent on
a day that is not a Business Day or after 9:00 a.m., New York City time, on a
Business Day, then such payment shall be made no later than 9:30 a.m., New York
City time, on the next succeeding Business Day) and (ii) in the case of payments
in respect of any Pledged Trust Preferred Securities or Pledged Treasury
Consideration, as the case may be, to be paid upon settlement of such Holder's
obligations to purchase Common Stock under the Purchase Contract, to the Company
on the Stock Purchase Date (as defined herein) in accordance with the terms of
the Pledge Agreement, in full satisfaction of the respective obligations of the
Holders of the Normal Units of which such Pledged Trust Preferred Securities or
Pledged Treasury Consideration, as the case may be, are a part under the
Purchase Contracts forming a part of such Normal Units. Quarterly distributions
on Normal Units which include Pledged Trust Preferred Securities or Pledged
Treasury Consideration, as the case may be, which are payable quarterly in
arrears on February 15, May 15, August 15 and November 15 each year, commencing
August 15, 2001 (each a "Payment Date"), shall, subject to receipt thereof by
the Purchase Contract Agent from the Collateral Agent, be paid to the Person in
whose name this Normal Units Certificate (or a Predecessor Normal Units
Certificate) is registered at the close of business on the Record Date for such
Payment Date.

            Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on May 15, 2004
(the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a
number of shares of Common Stock of the Company, equal to the Settlement Rate,
unless on or prior to the Stock Purchase Date there shall have occurred a
Termination Event or an Early Settlement or Merger Early Settlement with respect
to the Normal Units of which such Purchase Contract is a part, all as provided
in the Purchase Contract Agreement and more fully described on the reverse
hereof. The Purchase Price (as defined herein) for the shares of Common Stock
purchased pursuant to each Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Stock Purchase Date by application of payments
received in respect of the Pledged Trust Preferred Securities or the Pledged
Treasury Consideration, as the case may be, pledged to secure the obligations of
the Holder under such Purchase Contract.


                                      A-2



The Company shall pay, on each Payment Date, the Contract Adjustment Payments
(as defined below) payable in respect of each Purchase Contract to the Person in
whose name the Normal Units Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments and distributions on the Trust Preferred Securities
or payments on the appropriate Treasury Consideration (as specified in clause
(i) of the definition of the Remarketing Value), as the case may be, will be
payable at the office of the Purchase Contract Agent in The City of New York or,
at the option of the Company, by check mailed to the address of the Person
entitled thereto as such address appears on the Normal Units Register or by wire
transfer to an account specified by the Company. Notwithstanding the foregoing,
the Company may at its discretion defer the Contract Adjustment Payments, but
not beyond the Stock Purchase Date. The Company will pay additional Contract
Adjustment Payments on installments of Contract Adjustment Payments so deferred
at a rate of 1.25% per year until paid, unless the Purchase Contract has been
earlier settled or terminated.


        Reference is hereby made to the further provisions 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 Purchase Contract Agent by manual signature, this Normal Units Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.


                                      A-3






        IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.


                                    RAYTHEON COMPANY


                                    By: __________________________________
                                        Name:
                                        Title:





                                    By: __________________________________
                                        Name:
                                        Title:



                                    HOLDER SPECIFIED ABOVE (as to obligations
                                    of such Holder under the Purchase
                                    Contracts evidenced hereby)

                                    By:   THE BANK OF NEW YORK, not
                                          individually but solely as
                                          Attorney-in-Fact of such Holder



                                    By: __________________________________
                                        Name:
                                        Title:



Dated:



                                      A-4




             PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION


        This is one of the Normal Units Certificates referred to in the
within mentioned Purchase Contract Agreement.

                                    THE BANK OF NEW YORK,
                                    as Purchase Contract Agent



                                    By: __________________________________
                                        Authorized Signatory





                                      A-5




                  (Form of Reverse of Normal Units Certificate)


        Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of May 9, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors thereunder,
herein called the "Purchase Contract Agent"), to which Purchase Contract
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the Normal Units Certificates are, and are
to be, executed and delivered.

        Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to $50 (the "Purchase Price"), a number of shares
of Common Stock of the Company equal to the Settlement Rate, unless, on or prior
to the Stock Purchase Date, there shall have occurred a Termination Event or an
Early Settlement or Merger Early Settlement with respect to the Unit of which
such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the
Applicable Market Value (as defined below) is equal to or greater than $33.55
(the "Threshold Appreciation Price"), 1.4903 shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $27.50 the number of shares of Common
Stock per Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value and (c) if the Applicable Market Value is less than or equal to
$27.50, 1.8182 shares of Common Stock per Purchase Contract, in each case
subject to adjustment as provided in the Purchase Contract Agreement. No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.

        The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date.

        The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of the Common Stock on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.

        A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional 


                                      A-6



securities exchange or association or over-the-counter market that is the 
primary market for the trading of the Common Stock.

        Each Purchase Contract evidenced hereby may be settled prior to the
Stock Purchase Date through Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.

        In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Normal Units Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby (i) by effecting an Early Settlement or Merger Early Settlement, (ii) by
application of payments received in respect of the Pledged Treasury
Consideration acquired from the proceeds of a remarketing of the related Pledged
Trust Preferred Securities underlying the Normal Units represented by this
Normal Units Certificate or (iii) if the Holder has elected not to participate
in the remarketing, by application of payments received in respect of the
Pledged Treasury Consideration deposited by such Holder in respect of such
Purchase Contract. If, as provided in the Purchase Contract Agreement, upon the
occurrence of a Failed Remarketing the Collateral Agent, for the benefit of the
Company, exercises its rights as a secured creditor with respect to the Pledged
Trust Preferred Securities related to this Normal Units Certificate, any
accumulated and unpaid distributions on such Pledged Trust Preferred Securities
will become payable by the Company to the Holder of this Normal Units
Certificate in the manner provided for in the Purchase Contract Agreement.

        The Company shall not be obligated to issue any shares of Common
Stock in respect of a Purchase Contract or deliver any certificates therefor to
the Holder unless it shall have received payment in full of the aggregate
Purchase Price for the shares of Common Stock to be purchased thereunder in the
manner herein set forth.

        The Company shall pay on each Payment Date, commencing August 15,
2001, in respect of each Purchase Contract forming part of a Normal Unit
evidenced hereby, an amount (the "Contract Adjustment Payments") equal to 1.25%
per annum of the Stated Amount computed on the basis of (i) for any full
quarterly period, a 360-day year of twelve 30-day months, (ii) for any period
shorter than a full quarterly period, a 30-day month and (iii) for periods less
than a month, the actual number of days elapsed per 30-day period. Such Contract
Adjustment Payments shall be payable to the Person in whose name this Normal
Unit Certificate (or a Predecessor Normal Unit Certificate) is registered at the
close of business on the Record Date for such Payment Date.

        Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Trust Preferred Securities. Upon receipt of notice of
any meeting at which holders of Trust Preferred Securities are entitled to vote
or upon the solicitation of consents, waivers or proxies of holders of Trust
Preferred Securities, the Purchase Contract Agent shall, as soon as practicable
thereafter, mail to the Holders of Normal Units a notice (a) containing such
information as is contained in the notice or solicitation, (b) stating that each
such Holder on the record date set by the Purchase Contract Agent therefor
(which, to the extent possible, shall be the same date as the record date 


                                      A-7



for determining the holders of Trust Preferred Securities entitled to vote) 
shall be entitled to instruct the Purchase Contract Agent as to the exercise of 
the voting rights pertaining to the Pledged Trust Preferred Securities 
constituting a part of such Holder's Normal Units and (c) stating the manner in 
which such instructions may be given. Upon the written request of the Holders of
Normal Units on such record date, the Purchase Contract Agent shall endeavor 
insofar as practicable to vote or cause to be voted, in accordance with the 
instructions set forth in such requests, the maximum number of Pledged Trust 
Preferred Securities as to which any particular voting instructions are 
received. In the absence of specific instructions from the Holder of a Normal 
Unit, the Purchase Contract Agent shall abstain from voting the Pledged Trust 
Preferred Security evidenced by such Normal Unit.

        Upon a voluntary or involuntary dissolution of the Trust, a
principal amount of the Notes constituting the assets of the Trust and
underlying the Pledged Trust Preferred Securities equal to the aggregate Stated
Amount of the Pledged Trust Preferred Securities shall be delivered to the
Collateral Agent in exchange for Pledged Trust Preferred Securities. Thereafter,
the Notes shall be held by the Collateral Agent to secure the obligations of
each Holder of Normal Units to purchase shares of Common Stock under the
Purchase Contracts constituting a part of such Normal Units. Following a
voluntary or involuntary dissolution of the Trust, the Holders and the
Collateral Agent shall have such security interests, rights and obligations with
respect to the Notes as the Holders and the Collateral Agent had in respect of
the Pledged Trust Preferred Securities, and any reference in the Purchase
Contract Agreement or Pledge Agreement to the Trust Preferred Securities or
Pledged Trust Preferred Securities shall be deemed to be a reference to the
Notes.

        Upon the occurrence of a Tax Event Redemption prior to the Stock
Purchase Date, the Redemption Price payable on the Tax Event Redemption Date
with respect to the Applicable Principal Amount of Trust Preferred Securities
shall be delivered to the Securities Intermediary in exchange for the Pledged
Trust Preferred Securities. Thereafter, pursuant to the terms of the Pledge
Agreement, the Securities Intermediary will apply an amount equal to the
Redemption Amount of such Redemption Price to purchase, the Treasury Portfolio
and promptly (a) transfer the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio to the
Collateral Account to secure the obligations of each Holder of Normal Units to
purchase shares of Common Stock under the Purchase Contracts constituting a part
of such Normal Units, (b) transfer the Applicable Ownership Interest (as
specified in clause (B) of the definition of such term) of the Treasury
Portfolio to the Agent for the benefit of the Holders of such Normal Units and
(c) remit the remaining portion of such Redemption Price to the Agent for
payment to the Holders of such Normal Units.

        Following the occurrence of a Tax Event Redemption prior to the
Stock Purchase Date, the Holders of Normal Units and the Collateral Agent shall
have such security interest rights and obligations with respect to the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio as the Holder of Normal Units and the
Collateral Agent had in respect of the Trust Preferred Securities, subject to
the Pledge thereof as provided in the Pledge Agreement and any reference herein
to the Trust Preferred Securities shall be deemed to be a reference to such
Treasury Portfolio.


                                      A-8



        The Normal Units Certificates are issuable only in registered form
and only in denominations of a single Normal Unit and any integral multiple
thereof. The transfer of any Normal Units Certificate will be registered and
Normal Units Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Normal Units Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Purchase Contract
Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. The Holder of a Normal Unit
may substitute for the Pledged Trust Preferred Securities or Pledged Treasury
Consideration securing its obligations under the related Purchase Contract
Treasury Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such Collateral Substitution,
the Unit for which such Pledged Treasury Securities secures the Holder's
obligation under the Purchase Contract shall be referred to as a "Stripped
Unit." A Holder that elects to substitute a Treasury Security for Pledged Trust
Preferred Securities or Pledged Treasury Consideration, thereby creating
Stripped Units, shall be responsible for any fees or expenses payable in
connection therewith. Except as provided in the Purchase Contract Agreement, for
so long as the Purchase Contract underlying a Normal Unit remains in effect,
such Normal Unit shall not be separable into its constituent parts, and the
rights and obligations of the Holder of such Normal Units in respect of the
Pledged Trust Preferred Security or Pledged Treasury Consideration, as the case
may be, and Purchase Contract constituting such Normal Unit may be transferred
and exchanged only as a Normal Unit.

        A Holder of Stripped Units may reestablish Normal Units by
delivering to the Collateral Agent Capital Securities or the appropriate
Treasury Consideration in exchange for the release of the Pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement.

        The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive, and the obligations of the Company to pay, Contract
Adjustment Payments shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Stock Purchase Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Purchase Contract Agent, the Collateral Agent and to the
Holders, at their addresses as they appear in the Normal Units Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Trust Preferred Securities or Pledged Treasury
Consideration, as the case may be, from the Pledge in accordance with the
provisions of the Pledge Agreement.

        Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement; provided, however, that if a Tax Event
Redemption has occurred and the Treasury Portfolio has become a 


                                      A-9



component of the Normal Units, Holders may settle early Normal Units only with 
respect to Purchase Contracts underlying Normal Units with an aggregate Stated 
Amount equal to $1,000 or an integral multiple thereof. In order to exercise the
right to effect Early Settlement with respect to any Purchase Contracts 
evidenced by this Normal Units Certificate, the Holder of this Normal Units 
Certificate shall deliver this Normal Units Certificate to the Agent at the 
Corporate Trust Office duly endorsed for transfer to the Company or in blank 
with the form of election to Settle Early set forth below duly completed and 
accompanied by payment in the form of immediately available funds payable to the
order of the Company in an amount (the "Early Settlement Amount") equal to 
(i) the product of (A) the Stated Amount times (B) the number of Purchase 
Contracts with respect to which the Holder has elected to effect Early 
Settlement, plus (ii) if such delivery is made with respect to any Purchase 
Contracts during the period from the close of business on any Record Date for 
any Payment Date to the opening of business on such Payment Date, an amount 
equal to the Contract Adjustment Payments payable on such Payment Date with 
respect to such Purchase Contracts. Upon Early Settlement of Purchase Contracts 
by a Holder of the related Securities, the Pledged Treasury Securities or the 
appropriate Applicable Ownership Interest (as specified in clause (A) of the 
definition of such term) of the Treasury Portfolio underlying such Securities 
shall be released from the Pledge as provided in the Pledge Agreement and the 
Holder shall be entitled to receive a number of shares of Common Stock on 
account of each Purchase Contract forming part of a Normal Units as to which 
Early Settlement is effected equal to the Early Settlement Rate. The Early 
Settlement Rate shall initially be equal to 1.4903 shares of Common Stock and 
shall be adjusted in the same manner and at the same time as the Settlement Rate
is adjusted as provided in the Purchase Contract Agreement.


        Upon registration of transfer of this Normal Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Normal Units Certificate. The Company covenants and agrees,
and the Holder, by its acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.

        The Holder of this Normal Units Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Normal Units evidenced hereby on
his behalf as his attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform such Holder's obligations under such Purchase
Contracts, consents to the provisions of the Purchase Contract Agreement,
authorizes the Purchase Contract Agent to enter into and perform the Pledge
Agreement on such Holder's behalf as attorney-in-fact, and consents to the
Pledge of the Trust Preferred Securities or the appropriate Treasury
Consideration, as the case may be, underlying this Normal Units Certificate
pursuant to the Pledge Agreement. The Holder further covenants and agrees, that,
to the extent and in the manner provided in the Purchase 


                                      A-10



Contract Agreement and the Pledge Agreement, but subject to the terms thereof, 
payments in respect of the Pledged Trust Preferred Securities or the Pledged 
Treasury Consideration, as the case may be, to be paid upon settlement of such 
Holder's obligations to purchase Common Stock under the Purchase Contract, shall
be paid on the Stock Purchase Date by the Collateral Agent to the Company in 
satisfaction of such Holder's obligations under such Purchase Contract and such 
Holder shall acquire no right, title or interest in such payments.

        Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Trust Preferred Securities, or Treasury
Consideration, as the case may be, and (ii) the Notes as indebtedness of the
Company, in each case, for United States federal, state and local income and
franchise tax purposes.

        Subject to certain exceptions, the provisions of the Purchase
Contract Agreement may be amended with the consent of the Holders of a majority
of the Purchase Contracts.

        The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

        The Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Normal Units Certificate is registered as the owner of the
Normal Units evidenced hereby for the purpose of receiving payments of
distributions payable quarterly on the Trust Preferred Securities or the
Treasury Consideration, as the case may be, performance of the Purchase
Contracts (including the Contract Adjustment Payments) and for all other
purposes whatsoever, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent, such Affiliates nor any such agent shall be affected by
notice to the contrary.

        The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

        A copy of the Purchase Contract Agreement is available for
inspection at the offices of the Purchase Contract Agent.


                                      A-11




                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM -                               as tenants in common
UNIF GIFT MIN ACT -                                 Custodian
  
                                        _______________________________________
                                        (cust)                          (minor)

                                        Under Uniform Gifts to Minors Act

                                        _______________________________________
                                                                        (State)
TEN ENT -                               as tenants by the entireties

JT TEN -                                as joint tenants with right of
                                        survivorship and not as tenants in
                                        common


Additional abbreviations may also be used though not in the above list.

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto___________________________________________________________________________
_______________________________________________________________________________

(Please insert Social Security or Taxpayer I.D. or other Identifying Number
of Assignee)

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Normal Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing

_______________________________________________________________________________


                                      A-12




attorney to transfer said Normal Units Certificates on the books of Raytheon
Company with full power of substitution in the premises.

Dated:                                   _____________________________________
                                         Signature

                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as it appears upon the face of
                                         the within Normal Units Certificates
                                         in every particular, without
                                         alteration or enlargement or any
                                         change whatsoever.



Signature Guarantee:___________________________________________________________



                                      A-13




                             SETTLEMENT INSTRUCTIONS

        The undersigned Holder directs that a certificate for shares of
Common Stock deliverable upon settlement on or after the Stock Purchase Date of
the Purchase Contracts underlying the number of Normal Units evidenced by this
Normal Units Certificate be registered in the name of, and delivered, together
with a check in payment for any fractional share, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:                                   ______________________________________
                                         Signature
                                         Signature Guarantee:__________________


                       (if assigned to another person)

If shares are to be registered in the    REGISTERED HOLDER 
name of and delivered to a Person 
other than the Holder, please            Please print name
(i) print such Person's name and         and address of Registered Holder
address and (ii) provide a gaurantee 
of your signature::
                                        
_____________________________________   ______________________________________
            Name                                        Name
                                        
_____________________________________   ______________________________________
            Address                                     Address

_____________________________________   ______________________________________
_____________________________________   ______________________________________
_____________________________________   ______________________________________

Social Security or other Taxpayer
Identification Number, if any


                                      A-14




                            ELECTION TO SETTLE EARLY

        The undersigned Holder of this Normal Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Normal Units evidenced by this Normal Units
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Normal Units with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Normal Units Certificate representing any Normal Units evidenced hereby as to
which Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged Trust Preferred Securities or Pledged
Treasury Consideration, as the case may be, deliverable upon such Early
Settlement will be transferred in accordance with the transfer instructions set
forth below. If shares are to be registered in the name of a Person other than
the undersigned, the undersigned will pay any transfer tax payable incident
thereto.



Dated:                                   _____________________________________
                                         Signature


Signature Guarantee: __________________________________



                                      A-15






        Number of Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If shares of Common Stock or Normal      REGISTERED HOLDER
Units Certificates are to be registered
in the name of and delivered to, and
Pledged Trust Preferred Securities or 
Pledged Treasury Consideration, as the
case may be, are to be transferred to,
a Person other than the Holder, please   Please print name and address of
print such Person's name and address:    Registered Holder:

_______________________________________ _______________________________________
            Name                                     Name

_______________________________________ _______________________________________
            Address                                  Address
_______________________________________ _______________________________________
_______________________________________ _______________________________________
_______________________________________ _______________________________________

Social Security or other Taxpayer
Identification Number, if any            ______________________________________


Transfer instructions for Pledged Trust Preferred Securities or Pledged Treasury
Consideration, as the case may be, transferable upon Early Settlement or a
Termination Event:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


                                      A-16




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

        The following increases or decreases in this Global Certificate have
been made:

                                 Amount of        Stated Amount of Signature of
                                 increase in      the Global       authorized
              Amount of          Stated           Certificate      officer
              decrease in Stated Amount of the    following such   of Purchase
              Amount of the      Global           decrease of      Contract
Date          Global Certificate Certificate      Increase         Agent
----          ------------------ -------------    ---------------- ------------




                                      A-17




                                    EXHIBIT B


        THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

        Unless this Certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
Company or its Purchase Contract 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 Depository
Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.


No.                                                         CUSIP No.
Number of Stripped Units

                   Form of Face of Stripped Units Certificate

        This Stripped Units Certificate certifies that Cede & Co. is the
registered Holder of the number of Stripped Units set forth above. Each Stripped
Unit represents (i) a 1/20 undivided beneficial ownership interest in a Treasury
Security, subject to the Pledge of such interest in such Treasury Security by
such Holder pursuant to the Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Purchase Contract with Raytheon Company, a
Delaware corporation (the "Company"). All capitalized terms used herein which
are defined in the Purchase Contract Agreement have the meaning set forth
therein.


        Pursuant to the Pledge Agreement, the Treasury Security constituting
part of each Stripped Unit evidenced hereby has been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a part of such Stripped Unit.

        Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on May 15, 2004
(the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a
number of shares of Common Stock of the Company, equal to the Settlement Rate,
unless on or prior to the Stock Purchase Date there shall have occurred a
Termination Event or an Early Settlement or Merger Early Settlement with 


                                      B-1



respect to the Stripped Units of which such Purchase Contract is a part, all as 
provided in the Purchase Contract Agreement and more fully described on the 
reverse hereof. The Purchase Price (as defined herein) for the shares of Common 
Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Stock Purchase Date by application of payments
received in respect of the Pledged Treasury Securities pledged to secure the
obligations under such Purchase Contract in accordance with the terms of the
Pledge Agreement.

        Reference is hereby made to the further provisions 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 Purchase Contract Agent by manual signature, this Stripped Units Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.

        IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.


                                    RAYTHEON COMPANY


                                    By:____________________________________
                                       Name:
                                       Title:


                                    By:____________________________________
                                       Name:
                                       Title:


                                    HOLDER SPECIFIED ABOVE (as to obligations
                                    of such Holder under the Purchase
                                    Contracts)

                                    By:   THE BANK OF NEW YORK, not
                                          individually but solely as
                                          Attorney-in-Fact
                                          of such Holder


                                    By:____________________________________
                                       Name:
                                       Title:




                                      B-2



Dated:





                                      B-3




             PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION


        This is one of the Stripped Units Certificates referred to in the
within-mentioned Purchase Contract Agreement.



                                    THE BANK OF NEW YORK,
                                    as Purchase Contract Agent


                                    By:____________________________________
                                       Authorized Signatory




                                      B-4




                     (Reverse of Stripped Units Certificate)


        Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of May 9, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors thereunder,
herein called the "Purchase Contract Agent"), to which the Purchase Contract
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Purchase Contract Agent, the Company and the
Holders and of the terms upon which the Stripped Units Certificates are, and are
to be, executed and delivered.

        Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of shares of Common Stock of the Company equal to the Settlement Rate,
unless, on or prior to the Stock Purchase Date, there shall have occurred a
Termination Event or an Early Settlement or Merger Early Settlement with respect
to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is equal to or
greater than $33.55 (the "Threshold Appreciation Price"), 1.4903 shares of
Common Stock per Purchase Contract, (b) if the Applicable Market Value is less
than the Threshold Appreciation Price but is greater than $27.50, the number of
shares of Common Stock per Purchase Contract equal to the Stated Amount divided
by the Applicable Market Value and (c) if the Applicable Market Value is less
than or equal to $27.50, 1.8182 shares of Common Stock per Purchase Contract, in
each case subject to adjustment as provided in the Purchase Contract Agreement.
No fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.

        The "Applicable Market Value" means the average of the Closing
Prices per share of Common Stock on each of the 20 consecutive Trading Days
ending on the third Trading Day immediately preceding the Stock Purchase Date.

        The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of the Common Stock on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.


                                      B-5



        A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

        Each Purchase Contract evidenced hereby may be settled prior to the
Stock Purchase Date through Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.

        In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Stripped Units Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby (i) by effecting an Early Settlement or Merger Early Settlement or (ii)
by application of payments received in respect of the Pledged Treasury
Securities underlying the Stripped Units represented by this Stripped Units
Certificate.

        The Company shall not be obligated to issue any shares of Common
Stock in respect of a Purchase Contract or deliver any certificates therefor to
the Holder unless it shall have received payment in full of the aggregate
Purchase Price for the shares of Common Stock to be purchased thereunder in the
manner herein set forth.

The Company shall pay on February 15, May 15, August 15 and November 15 of each
year (each, a "Payment Date"), commencing February 15, 2001, in respect of each
Purchase Contract evidenced hereby, an amount (the "Contract Adjustment
Payments") equal to 1.25% per annum of the Stated Amount computed on the basis
of (i) for any full quarterly period, a 360-day year of twelve 30-day months,
(ii) for any period shorter than a full quarterly period, a 30-day month and
(iii) for periods less than a month, the actual number of days elapsed per
30-day period). Such Contract Adjustment Payments shall be payable to the Person
in whose name this Stripped Units Certificate (or a Predecessor Stripped Units
Certificate) is registered at the close of business on the Record Date for such
Payment Date. Notwithstanding the foregoing, the Company may at its discretion
defer the Contract Adjustment Payments, but not beyond the Stock Purchase Date.
The Company will pay additional Contract Adjustment Payments on installments of
Contract Adjustment Payments so deferred at a rate of 1.25% per year until paid,
unless the Purchase Contract has been earlier settled or terminated.


        The Stripped Units Certificates are issuable only in registered form
and only in denominations of a single Stripped Unit and any integral multiple
thereof. The transfer of any Stripped Units Certificate will be registered and
Stripped Units Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Stripped Units Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company and
the Purchase Contract Agent may require payment of a sum sufficient to cover any
tax or other governmental charge payable in


                                      B-6



connection therewith. The Holder of a Stripped Unit may substitute for the 
Pledged Treasury Securities securing its obligations under the related Purchase 
Contract Trust Preferred Securities or the appropriate Treasury Consideration in
accordance with the terms of the Purchase Contract Agreement and the Pledge 
Agreement. From and after such substitution, the Unit for which such Pledged 
Trust Preferred Securities or Pledged Treasury Consideration secures the 
Holder's obligation under the Purchase Contract shall be referred to as a 
"Normal Unit." A Holder that elects to substitute Trust Preferred Securities or 
the appropriate Treasury Consideration, as the case may be, for Pledged Treasury
Securities, thereby reestablishing Normal Units, shall be responsible for any 
fees or expenses payable in connection therewith. Except as provided in the 
Purchase Contract Agreement, for so long as the Purchase Contract underlying a 
Stripped Unit remains in effect, such Stripped Unit shall not be separable into 
its constituent parts, and the rights and obligations of the Holder of such 
Stripped Unit in respect of the Pledged Treasury Security and the Purchase 
Contract constituting such Stripped Unit may be transferred and exchanged only 
as a Stripped Unit.

        The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holder to receive, and the obligations of the Company to pay, Contract
Adjustment Payments shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Stock Purchase Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Purchase Contract Agent, the Collateral Agent and to the
Holders, at their addresses as they appear in the Stripped Units Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Treasury Securities from the Pledge in accordance with the
provisions of the Pledge Agreement.

        Upon registration of transfer of this Stripped Units Certificate,
the transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Purchase Contract
Agent pursuant to the Purchase Contract Agreement), under the terms of the
Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Stripped Units Certificate. The Company covenants and agrees,
and the Holder, by his acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.

        The Holder of this Stripped Units Certificate, by his acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Stripped Units evidenced hereby
on his behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform such Holder's obligations under such Purchase
Contracts, consents to the provisions of the Purchase Contract Agreement,
authorizes the Purchase Contract Agent to enter into and perform the Pledge
Agreement on such Holder's behalf as attorney-in-fact, and consents to the


                                      B-7



Pledge of the Treasury Securities underlying this Stripped Units Certificate
pursuant to the Pledge Agreement. The Holder further covenants and agrees, that,
to the extent and in the manner provided in the Purchase Contract Agreement and
the Pledge Agreement, but subject to the terms thereof, payments in respect of
the Pledged Treasury Securities, to be paid upon settlement of such Holder's
obligations to purchase Common Stock under the Purchase Contract, shall be paid
on the Stock Purchase Date by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.

        Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Trust Preferred Securities, Treasury
Consideration or Treasury Securities, as the case may be, and (ii) the Notes as
indebtedness of the Company, in each case, for United States federal, state and
local income and franchise tax purposes.

        Subject to certain exceptions, the provisions of the Purchase
Contract Agreement may be amended with the consent of the Holders of a majority
of the Purchase Contracts.

        The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

        The Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Stripped Units Certificate is registered as the owner of the
Stripped Units evidenced hereby for the purpose of performance of the Purchase
Contracts (including the Contract Adjustment Payments) and for all other
purposes whatsoever, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent, such Affiliate, nor any such agent shall be affected by
notice to the contrary.

        The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

        A copy of the Purchase Contract Agreement is available for
inspection at the offices of the Purchase Contract Agent.



                                      B-8




                                  ABBREVIATIONS


            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM -                               as tenants in common
UNIF GIFT MIN ACT -                                 Custodian
                                        _______________________________________
                                        (cust)                          (minor)
                                        Under Uniform Gifts to Minors Act

                                        _______________________________________
                                                          (State)
TEN ENT -                               as tenants by the entireties

JT TEN -                                as joint tenants with right of
                                        survivorship and not as tenants in
                                        common


Additional abbreviations may also be used though not in the above list.

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________
_______________________________________________________________________________


(Please insert Social Security or Taxpayer I.D. or other Identifying Number
of Assignee)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Stripped Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing

_______________________________________________________________________________

attorney to transfer said Stripped Units Certificates on the books of Raytheon
Company with full power of substitution in the premises.

Dated:                                   _____________________________________
                                         Signature


                                      B-9



                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as it appears upon the face of
                                         the within Stripped Units Certificates
                                         in every particular, without
                                         alteration or enlargement or any
                                         change whatsoever.


Signature Guarantee:  _______________________________


                                      B-10




                             SETTLEMENT INSTRUCTIONS


        The undersigned Holder directs that a certificate for shares of
Common Stock deliverable upon settlement on or after the Stock Purchase Date of
the Purchase Contracts underlying the number of Stripped Units evidenced by this
Stripped Units Certificate be registered in the name of, and delivered, together
with a check in payment for any fractional share, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:                                   ______________________________________
                                         Signature
                                         Signature Guarantee:__________________


If shares are to be registered in the  REGISTERED HOLDER 
name of and delivered to a Person 
other than the Holder, please 
(i) print such Person's name and 
address and (ii) provide a guarantee   Please print name and address of 
of your signature:                     Registered Holder:

_____________________________________   _______________________________________
            Name                                     Name

_____________________________________   _______________________________________
            Address                                  Address
_____________________________________   _______________________________________
_____________________________________   _______________________________________
_____________________________________   _______________________________________

Social Security or other Taxpayer
Identification Number, if any


                                      B-11




                            ELECTION TO SETTLE EARLY



        The undersigned Holder of this Stripped Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Stripped Units evidenced by this Stripped
Units Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Stripped Units with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Stripped Units Certificate representing any Stripped Units evidenced hereby as
to which Early Settlement of the related Purchase Contracts is not effected, to
the undersigned at the address indicated below unless a different name and
address have been indicated below. Pledged Treasury Securities deliverable upon
such Early Settlement will be transferred in accordance with the transfer
instructions set forth below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.

Dated:                                   _____________________________________
                                         Signature


Signature Guarantee: ____________________



                                      B-12



        Number of Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If shares of Common Stock or Stripped    REGISTERED HOLDER 
Units Certificates are to be registered
in the name of and delivered to and 
Pledged Treasury Securities are to be
transferred to a Person other than the   Please print name and address of 
Holder, please print such Person's       Registered Holder:
name and address:              
_____________________________________   ______________________________________
            Name                                     Name

_____________________________________   ______________________________________
            Address                                  Address
_____________________________________   ______________________________________
_____________________________________   ______________________________________
_____________________________________   ______________________________________

Social Security or other Taxpayer
Identification Number, if any            _____________________________________


Transfer instructions for Pledged Treasury Securities transferable upon Early
Settlement or a Termination Event:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________



                                      B-13




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


        The following increases or decreases in this Global Certificate have
been made:

                                 Amount of        Stated Amount of Signature of
                                 increase in      the Global       authorized
              Amount of          Stated           Certificate      officer
              decrease in Stated Amount of the    following such   of Purchase
              Amount of the      Global           decrease of      Contract
Date          Global Certificate Certificate      Increase         Agent
----          ------------------ -------------    ---------------- ------------




                                      B-1





                                    EXHIBIT C

                   INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
                            COLLATERAL PURCHASE AGENT


Bank One Trust Company, N.A.
153 West 51st Street
New York, NY 10019
Attention:  Corporate Trust Services Division


        Re:   8.25% Equity Security Units of Raytheon Company  (the
              "Company"), and RC Trust I

        We hereby notify you in accordance with Section 4.1 of the Pledge
Agreement, dated as of May 9, 2001, among the Company, yourselves, as Collateral
Agent, Custodial Agent and Securities Intermediary, and ourselves, as Purchase
Contract Agent and as attorney-in-fact for the holders of [Normal Units]
[Stripped Units] from time to time, that the holder of securities listed below
(the "Holder") has elected to substitute [$ _______ aggregate principal amount
of Treasury Securities (CUSIP No. _____)] [$_______ stated liquidation amount of
Trust Preferred Securities or the appropriate Treasury Consideration, as the
case may be,] in exchange for the related [Pledged Trust Preferred Securities or
Pledged Treasury Consideration, as the case may be (CUSIP No. ____),] [Pledged
Treasury Securities] held by you in accordance with the Pledge Agreement and has
delivered to us a notice stating that the Holder has transferred [Treasury
Securities] [Trust Preferred Securities or the appropriate Treasury
Consideration, as the case may be,] to you, as Collateral Agent. We hereby
instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Trust
Preferred Securities or Pledged Treasury Consideration, as the case may be], and
upon the payment by such Holder of any applicable fees, to release the [Trust
Preferred Securities or Treasury Consideration, as the case may be,] [Treasury
Securities] related to such [Normal Units] [Stripped Units] to us in accordance
with the Holder's instructions.

Date:_______________________

                                    THE BANK OF NEW YORK


                                    By:_____________________________________
                                       Name:
                                       Title:


                                      C-1



Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Trust Preferred Securities or Pledged Treasury
Consideration, as the case may be,] for the [Pledged Trust Preferred Securities
or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury
Securities]:

_____________________________________    ______________________________________
Name:                                    Social Security or other Taxpayer
                                         Identification Number, if any
_____________________________________
Address

_____________________________________
_____________________________________
_____________________________________



                                      C-2




                                    EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT



The Bank of New York
101 Barclay Street, Floor 21W
New York, New York  10286
Attn:  Corporate Trust Administration



            Re:   8.25% Equity Security Units of Raytheon Company (the
                  "Company"), and RC Trust I

            The undersigned Holder hereby notifies you that it has delivered to
Bank One Trust Company, N.A., as Collateral Agent, Custodial Agent and
Securities Intermediary [$_________ aggregate principal amount of Treasury
Securities] [$_________ stated liquidation amount of Trust Preferred Securities
or the appropriate Treasury Consideration, as the case may be,] in exchange for
the related [Pledged Trust Preferred Securities or Pledged Treasury
Consideration as the case may be,] [Pledged Treasury Securities] held by the
Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated
as of May 9, 2001, among you, the Company, the Collateral Agent, Custodial Agent
and Securities Intermediary. The undersigned Holder has paid the Collateral
Agent all applicable fees relating to such exchange. The undersigned Holder
hereby instructs you to instruct the Collateral Agent to release to you on
behalf of the undersigned Holder the [Pledged Trust Preferred Securities or
Pledged Treasury Consideration, as the case may be,] [Pledged Treasury
Securities] related to such [Normal Units] [Stripped Units].


Date:                                    ____________________________________

                                         By:_________________________________

                                         ____________________________________
                                         Signature Guarantee:




                                      D-1




Dated:

Please print name and address of Registered Holder:

_____________________________________    ______________________________________
Name:                                    Social Security or other Taxpayer
                                         Identification Number, if any
_____________________________________
Address

_____________________________________
_____________________________________
_____________________________________



                                      D-2




                                    EXHIBIT E

                          FORM OF REMARKETING AGREEMENT

                                   [Attached]





                                      E-1