{"id":38818,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-savings-and-investment-plan-raytheon-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-savings-and-investment-plan-raytheon-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-savings-and-investment-plan-raytheon-co.html","title":{"rendered":"Employee Savings and Investment Plan &#8211; Raytheon Co."},"content":{"rendered":"<pre>\n                  RAYTHEON EMPLOYEE SAVINGS AND INVESTMENT PLAN\n                As Amended and Restated Effective January 1, 1999\n\n                                    ARTICLE I\n\n                              Adoption of the Plan\n\n         1.1      Amendment and Restatement.\n\n         (a) The Raytheon Employee Savings and Investment Plan (the \"Plan\") was\noriginally established effective July 1, 1987, as the Badger Savings and\nInvestment Plan. Raytheon Company, a corporation organized under the laws of the\nstate of Delaware, adopted the Plan effective May 12, 1993, and changed its name\nto the Raytheon Employee Savings and Investment Plan. Raytheon Company desires\nto amend and restate the Plan in its entirety effective January 1, 1999. The\namended and restated Plan shall consist of three portions - (1) a profit sharing\nplan that includes a cash or deferred arrangement under section 401(k) of the\nCode (\"401(k) Portion\"), (2) a stock bonus plan (\"Stock Bonus Portion\"), and (3)\na stock bonus plan that constitutes an employee stock ownership plan within the\nmeaning of section 4975(e)(7) of the Code (\"ESOP Portion\"). Except as otherwise\nprovided herein, the provisions of the Plan shall apply in the same manner to\nthe 401(k), Stock Bonus and ESOP Portions of the Plan.\n\n         (b) In accordance with sections 4.5(a) and 15.1 of the Plan, effective\nJanuary 1, 1999 (except as otherwise indicated below), all or a portion of the\nfollowing qualified retirement plans shall merge into and become part of the\nPlan:\n\n      Raytheon Savings and Investment Plan for Specified Hourly Employees\n      Raytheon Tucson Bargaining Savings and Investment Plan (10013)\n      Raytheon Savings and Investment Plan (10014)\n      Serv-Air, Inc. Savings and Retirement Plan (merger effective \n          January 14, 1999)\n      Raytheon Stock Ownership Plan for Specified Hourly Employees\n\n         (c) The Plan is intended to comply with all of the applicable\nrequirements under sections 401(a), 401(k) and 4975(e)(7) of the Code and the\nterms of the Plan shall be interpreted consistent therewith.\n\n         1.2 Trust. The Trust shall be the sole source of benefits under the\nPlan and the Adopting Employers or any Affiliate shall not have any liability\nfor the adequacy of the benefits provided under the Plan.\n\n         1.3      Effective Date.\n\n                  (a) General Effective Date: The amended and restated Plan\nshall be effective as of January 1, 1999, or such other dates as may be\nspecifically provided herein or as otherwise required by law for the Plan to\nsatisfy the requirements of section 401(a) of the Code.\n\n                  (b) Special Effective Dates: The following special effective\ndates apply with respect to the Plan, including the separate plans merged into\nthe Plan effective January 1, 1999 and identified in section 1.1(b):\n\n \n                                       2\n\n     (1) Section 3.6 shall be effective on and after December 12, 1994, in\naccordance with the requirements of section 414(u) of the Code.\n\n     (2) For Plan Years beginning after December 31, 1997 and before January 1,\n1999, the definition of compensation used to apply the limitations on\ncontributions and benefits under section 415 of the Code shall include any\nelective deferral (as defined in section 402(g)(3)), and any amount which is\ncontributed or deferred by the Employer at the election of a Participant and\nwhich is not includible in the gross income of the Participant by reason of\nsection 125 or 457 of the Code.\n\n     (3) Section 2.31 shall be effective for Plan Years beginning after \nDecember 31, 1996.\n\n     (4) Section 8.2(f) shall be effective for Plan Years beginning after\nDecember 31, 1996.\n\n     (5) For Plan Years beginning after December 31, 1996, the family\naggregation rules prescribed in sections 414(q) and 401(a)(17) of the Code shall\nno longer apply.\n\n     (6) Sections 8.2(b) and (c) shall apply with respect to distributions made\non or after the first Pay Period commencing on or after September 25, 1998.\n\n     (7) Section 2.34 shall be effective for Plan Years beginning after December\n31, 1996.\n\n     (8) Sections 4.8 though 4.12 shall be effective for Plan Years beginning\nafter December 31, 1996.\n\n         1.4 Adoption of Plan. With the prior approval of the Senior Vice\nPresident of Human Resources of the Company or other officer to whom authority\nto approve participation by an entity is delegated by the Board of Directors,\nthe Plan and Trust may be adopted by any corporation or other entity\n(hereinafter referred to as an Adopting Employer). Such adoption shall be made\nby the Adopting Employer taking the actions designated by the Administrator as\nappropriate to the proper adoption and operation of the Plan and Trust. In the\nevent of the adoption of the Plan and Trust by an Adopting Employer, the Plan\nand Trust shall be interpreted in a manner consistent with such adoption. The\nAdopting Employers shall be listed in Exhibit A attached to this Plan.\n\n \n                                       3\n\n         1.5      Withdrawal of Adopting Employer.\n\n                  (a) An Adopting Employer's adoption of this Plan may be\nterminated, voluntarily or involuntarily, at any time, as provided in this\nsection.\n\n                  (b) An Adopting Employer shall withdraw from the Plan and\nTrust if the Plan and Trust, with respect to that Adopting Employer, fail to\nqualify under sections 401(a) and 501(a) of the Code (or, in the opinion of the\nAdministrator, they may fail to so qualify) and the continued sponsorship of\nthat Adopting Employer may jeopardize the status with respect to the Company or\nthe remaining Adopting Employers, of the Plan and Trust under sections 401(a)\nand 501(a) of the Code. The Adopting Employer shall receive at least thirty (30)\ndays prior written notice of a withdrawal under this subsection, unless a\nshorter period is agreed to.\n\n                  (c) An Adopting Employer may voluntarily withdraw from the\nPlan and Trust for any reason. Such withdrawal requires at least thirty (30)\ndays written notice to the Administrator and the Trustee, unless a shorter\nperiod is agreed to.\n\n                  (d) Upon withdrawal, the Trustee shall segregate the assets\nattributable to Employees of the withdrawn Adopting Employer, the amount thereof\nto be determined by the Administrator and the Trustee. The segregated assets\nshall be held, paid to another trust, distributed or otherwise disposed of as is\nappropriate under the circumstances; provided, however, that any transfer shall\nbe for the exclusive benefit of Participants and their Beneficiaries. A\nwithdrawal of an Adopting Employer from the Plan is not necessarily a\ntermination under ARTICLE XIV. If the withdrawal is a termination, then the\nprovisions of ARTICLE XIV shall also be applicable.\n\n                                   ARTICLE II\n\n                                   Definitions\n\n        The following terms have the meaning specified below unless the context\n indicates otherwise:\n\n          2.1 Account. The entire interest of a Participant in the Trust Fund.\nA Participant's Account shall consist of the following subaccounts: an Elective\nDeferral Account and, where applicable, an Employee After-Tax Contribution\nAccount, a Matching Contribution Account, an ESOP Contribution Account, an\nEmployer Contribution Account, a Rollover Contribution Account and a Qualified\nNonelective Contribution Account. The Administrator may set up such additional\nsubaccounts as it deems necessary for the proper administration of the Plan.\n\n         2.2 Acquisition Loan. A loan or other extension of credit used by the\nTrustee to finance the acquisition of Common Stock with respect to the ESOP\nPortion of the Plan, which loan may constitute an extension of credit to the\nTrust from a party in interest (as defined in ERISA).\n\n \n                                       4\n\n         2.3 Administrator. The person, persons, corporation, committee, group\nor organization designated to be the Administrator of the Plan and to perform\nthe duties of the Administrator. Until and unless otherwise designated, the\nAdministrator shall be the Company.\n\n         2.4 Adopting Employers. Any corporation or other entity that elects to\nparticipate in the Plan on account of some or all of its Employees, provided\nthat participation in the Plan by such entity is approved by the Senior Vice\nPresident of Human Resources of the Company or other officer to whom authority\nto approve participation by an entity is delegated by the Board of Directors. If\nan adopting entity does not participate in the Plan with respect to all of its\nEligible Employees, the term \"Adopting Employer\" shall include only those\ndivisions, operations or similar cohesive groups of the adopting entity that\nparticipate in the Plan. The Adopting Employers, and, if applicable, the\ndivisions, operations or similar cohesive groups of such Adopting Employers that\nparticipate in the Plan, shall be listed in Exhibit A to this Plan.\n\n         2.5 Affiliate. A trade or business that, together with an Adopting\nEmployer is a member of (i) a controlled group of corporations within the\nmeaning of section 414(b) of the Code; (ii) a group of trades or businesses\n(whether or not incorporated) under common control as defined in section 414(c)\nof the Code, or (iii) an affiliated service group as defined in section 414(m)\nof the Code, or which is an entity otherwise required to be aggregated with the\nAdopting Employer pursuant to section 414(o) of the Code. For purposes of\nARTICLE X, the determination of controlled groups of corporations and trades or\nbusinesses under common control shall be made after taking into account the\nmodification required under section 415(h) of the Code. All such entities,\nwhether or not incorporated, shall be treated as a single employer to the extent\nrequired by the Code.\n\n         2.6 Authorized Leave of Absence. An absence approved by an Adopting\nEmployer on a uniform and nondiscriminatory basis not exceeding one (1) year for\nany of the following reasons: illness of an Employee or a relative, the death of\na relative, education of the Employee, or personal or family business of an\nextraordinary nature, provided in each case that the Employee returns to the\nservice of the Adopting Employer within the time period specified by the\nAdopting Employer.\n\n         2.7 Beneficiary. The person or persons (including a trust or trusts)\nwho are entitled to receive benefits from a deceased Participant's Account after\nsuch Participant's death (whether or not such person or persons are expressly so\ndesignated by the Participant).\n\n         2.8  Board of Directors.  The Board of Directors of Raytheon Company.\n\n         2.9  Code.  The Internal Revenue Code of 1986, as amended.\n\n         2.10 Common Stock.  Raytheon Company Class B common stock.\n\n         2.11 Company.  Raytheon Company.\n\n         2.12 Compensation.\n\n \n                                       5\n\n                  (a) (1) Except as otherwise provided herein and in Exhibit C\nto this Plan, the base pay (including vacation and sick pay for unused vacation\nand sick leave), supervisory differentials, shift premiums and sales commissions\npaid to a Participant by the Employer, excluding all other earnings from any\nsource.\n\n                      (2) In all cases, however, notwithstanding any exclusions\nabove, Compensation shall include any amount which would otherwise be deemed\nCompensation under this subsection 2.13(a) but for the fact that it is deferred\npursuant to a salary reduction agreement under this Plan or under any plan \ndescribed in section 401(k) or 125 of the Code.\n\n                  (b) The Compensation of each Participant for any year shall\nnot exceed one hundred fifty thousand dollars ($150,000), as adjusted for\nincreases in the cost-of-living in accordance with section 401(a)(17)(B) of the\nCode.\n\n                  (c) Unless otherwise indicated herein, Compensation shall be\ndetermined only on the basis of amounts paid during the Plan Year, including any\nPlan Year with a duration of fewer than twelve (12) months.\n\n                  (d) The Compensation of a person who becomes a Participant\nduring the Plan Year shall only include amounts paid after the date on which\nsuch person was admitted as a Participant.\n\n         2.13 Current Market Value. The closing price of the Common Stock on the\nNew York Stock Exchange on the Trade Day immediately preceding the Trade Day on\nwhich the Common Stock is allocated to the Participants' Accounts in accordance\nwith the terms of the Plan.\n\n         2.14 Disability. A Participant who is totally and permanently disabled\nby bodily injury or disease so as to be prevented from engaging in any\noccupation for compensation or profit. The determination of Disability shall be\nmade by the Administrator with the aid of competent medical advice. It shall be\nbased on such evidence as the Administrator deems necessary to establish\nDisability or the continuation thereof.\n\n         2.15 Effective Date. The effective date of this amendment and\nrestatement of the Plan shall be January 1, 1999, or such other dates as may be\nspecifically provided in section 1.3 or as otherwise required by law for the\nPlan to satisfy the requirements of section 401(a) of the Code.\n\n         2.16 Elective Deferral. A voluntary reduction of a Participant's\nCompensation in accordance with section 4.1(a) hereof that qualifies for\ntreatment under section 402(e)(3) of the Code. A Participant's election to make\nElective Deferrals may be made only with respect to an amount that the\nParticipant could otherwise elect to receive in cash and that is not currently\navailable to the Participant.\n\n         2.17 Elective Deferral Account. That portion of a Participant's Account\nwhich is attributable to Elective Deferrals, adjusted for withdrawals and\ndistributions, and the earnings and losses attributable thereto.\n\n \n                                       6\n\n         2.18  Eligible Employee.  A person who is an Employee of an Adopting\n Employer who:\n               (a) is on a United States-Based Payroll;\n\n               (b) is not employed in a position or classification within a \nbargaining unit which is covered by a collective bargaining agreement with \nrespect to which retirement benefits were the subject of good faith bargaining\n(unless such agreement provides for coverage hereunder of Employees of such\nunit);\n\n               (c) is not assigned on the books and records of the Employer\nto any division, operation or similar cohesive group of an Adopting Employer\nthat is excluded from participation in the Plan by the Board of Directors or a\nduly authorized officer;\n\n               (d) is not eligible to participate in the Raytheon Savings and\nInvestment Plan or the Raytheon Savings and Investment Plan for Employees in\nPuerto Rico; and\n\n               (e) is not a Leased Employee or any other person who performs\nservices for an Adopting Employer other than as an Employee.\n\n         2.19 Employee. Except to the extent otherwise provided herein, any\nperson employed by an Employer who is expressly so designated as an employee on\nthe books and records of the Employer and who is treated as such by the Employer\nfor federal employment tax purposes. Any person who, after the close of a Plan\nYear, is retroactively treated by the Employer or any other party as an employee\nfor such prior Plan Year shall not, for purposes of the Plan, be considered an\nEmployee for such prior Plan Year unless expressly so treated as such by the\nEmployer.\n\n         2.20 Employee After-Tax Contributions. Voluntary contributions made by\nParticipants on an after-tax basis in accordance with section 4.1(b) of the\nPlan.\n\n         2.21 Employee After-Tax Contribution Account. That portion of a\nParticipant's Account which is attributable to Employee After-Tax Contributions,\nadjustments for withdrawals and distributions, and the earnings and losses\nattributable thereto.\n\n         2.22 Employer. An Adopting Employer and any Affiliate thereof (whether\nor not such Affiliate has elected to participate in the Plan).\n\n         2.23 Employer Contributions. Any contribution by the Adopting Employers\nto the Trust  pursuant to section 4.1(d).\n\n         2.24 Employer Contribution Account. That portion of a Participant's\nAccount which is attributable to Employer Contributions received pursuant to\nsection 4.1(d), adjusted for withdrawals and distributions, and the earnings and\nlosses attributable thereto.\n\n         2.25 Employment Commencement Date.  The date on which an individual\nfirst performs an Hour of Service with the Employer.\n\n \n                                       7\n\n         2.26 ERISA. The Employee Retirement Income Security Act of 1974, \nas amended.\n\n         2.27 ESOP Contributions. Any contribution by the Adopting Employers to\nthe Trust pursuant to section 4.3(a).\n\n         2.28 ESOP Contribution Account. That portion of a Participant's Account\nwhich is attributable to ESOP Contributions received pursuant to section 4.3(a),\nadjusted for withdrawals and distributions, and the earnings and losses\nattributable thereto.\n\n         2.29 Fiduciary. Any person who exercises any discretionary authority or\ndiscretionary control over the management of the Plan, or exercises any\nauthority or control respecting management or disposition of Plan assets; who\nrenders investment advice for a fee or other compensation, direct or indirect,\nas to assets held under the Plan, or has any authority or discretionary\nresponsibility in the administration of the Plan. This definition shall be\ninterpreted in accordance with section 3(21) of ERISA.\n\n         2.30 Financed Shares. Shares of Common Stock acquired by the Trust with\nthe proceeds of an Acquisition Loan.\n\n         2.31 Highly Compensated Employee.\n\n              (a) Any Employee who:\n\n                 (1) is a five percent (5%) owner at any time during the Plan\nYear or the  preceding Plan Year; or\n\n                 (2) for the preceding Plan Year received Compensation in excess\nof the amount specified in section 414(q)(1)(B)(i) of the Code.\n\n              (b) A former Employee will be treated as a Highly Compensated\nEmployee if the former Employee was a Highly Compensated Employee at the time of\nhis or her separation from service or the former Employee was a Highly\nCompensated Employee at any time after attaining age fifty-five (55).\n\n              (c) The dollar amount incorporated under subsection (a)(2)\nshall be adjusted as provided in section 414(q)(1) of the Code.\n\n              (d) For purposes of this section, the term \"Compensation\"\nmeans compensation as defined under section 414(q)(4) of the Code.\n\n              (e) This section shall be interpreted in a manner consistent\nwith section 414(q) of the Code and the regulations thereunder and shall be\ninterpreted to permit any elections permitted by such regulations to be made.\n\n \n                                       8\n\n         2.32  Hour of Service.\n\n                  (a) Any hour for which any person is directly or indirectly\npaid (or entitled to payment) by the Employer for the performance of duties as\nan Employee, as determined from the appropriate records of the Employer.\n\n                  (b) In computing Hours of Service, a person shall also be\ncredited with Hours of Service based on the person's previous customary service\nwith the Employer (not exceeding either eight (8) hours per day or forty (40)\nhours per week), for the following periods:\n\n                      (1) periods  (limited to a maximum of five hundred one \n(501) hours for any single, continuous period) for which the person is directly\nor indirectly paid for reasons other than the performance of duties, such as\nvacation, holiday, sickness, disability, layoff, jury duty or military duty;\n\n                      (2) periods for which any federal law requires that\ncredit for service be given;\n\nand\n\n                      (3) periods for which back pay (irrespective of mitigation\nof damages) is either awarded or agreed to by the Employer.\n\n                  (c) Hours of Service shall also include each hour for which an\nEmployee is entitled to credit under subsection (a) as a result of employment\nwith:\n\n                      (1) a predecessor company substantially all the assets of\nwhich have been acquired by the Company, provided that where only a portion of\nthe operations of a company has been acquired, only service with said acquired\nportion prior to the acquisition will be included and that the Employee was\nemployed by said predecessor company at the time of acquisition; or\n\n                      (2) a division, operation or similar cohesive group\nof the Employer excluded from participation in the Plan.\n\n                  (d) The provisions of subsection (b) shall be further limited\nto prevent duplication by only permitting a person to receive credit for one (1)\nHour of Service for any given hour.\n\n                  (e) Hours of Service shall be computed and credited in\naccordance with the Department of Labor regulations under section 2530.200b.\n\n         2.33 Layoff. An involuntary interruption of service due to reduction of\nwork force with the possibility of recall to employment when conditions warrant.\n\n         2.34 Leased Employee. Any person (other than an Employee) who, pursuant\nto an agreement between the Employer and any other person, has performed\nservices for the Employer (or any related person as provided in section\n414(n)(6) of the Code) on a substantially full-time basis for a period of at\nleast one (1) year and such services are performed under primary direction or\ncontrol of the Employer. Leased Employees are not eligible to participate in the\nPlan.\n\n \n                                       9\n\n         2.35 Matching Contributions.  Contributions made to the Trust in\naccordance with section 4.2 hereof.\n\n         2.36 Matching Contribution Account. That portion of a Participant's\nAccount which is attributable to Matching Contributions received pursuant to\nsection 4.2, adjusted for withdrawals and distributions, and the earnings and\nlosses attributable thereto.\n\n         2.37 Normal Retirement Age. The Participant's sixty-fifth (65th) \nbirthday.\n\n         2.38 Participant. An individual who is enrolled in the Plan pursuant to\nARTICLE III and has not received a distribution of all of the funds credited to\nhis or her Account (or had such funds fully forfeited). In the case of an\nEligible Employee who makes a Rollover Contribution to the Plan under section\n4.4(a)(3) prior to enrollment under ARTICLE III, such Eligible Employee shall,\nuntil he or she enrolls under ARTICLE III, be considered a Participant for the\nlimited purposes of maintaining and receiving his or her Rollover Contribution\nAccount under the terms of the Plan.\n\n         2.39 Pay Period. A period scheduled by an Adopting Employer for payment\nof wages or salaries.\n\n         2.40 Period of  Participation.  That portion of a Period of Service\nduring which an Eligible Employee was a Participant and had an Elective Deferral\nAccount in the Plan or another plan merged into this Plan and identified in\nsection 1.1(b) (with no more than five (5) years of participation credited with\nrespect to such merged plans).\n\n         2.41 Period of Service. The period of time beginning on the Employee's\nEmployment Commencement Date or Reemployment Commencement Date, whichever is\napplicable, and ending on the Employee's Severance from Service Date.\n\n         2.42 Period of Severance. The period of time beginning on the\nEmployee's Severance from Service Date and ending on the Employee's Reemployment\nCommencement Date.\n\n         2.43 Plan.  The Raytheon Employee Savings and Investment Plan as \namended from time to time.\n\n         2.44 Plan Year. The annual twelve- (12) month period beginning on \nJanuary 1 of each year and ending on December 31 of each year.\n\n         2.45 Qualified Military Service. Any period of duty on a voluntary or\ninvoluntary basis in the United States Armed Forces, the Army National Guard and\nthe Air National Guard when engaged in active duty for training, inactive duty\nfor training or full-time National Guard duty, the commissioned corps of the\nPublic Health Service and any other category of persons designated by the\nPresident of the United States in time of war or emergency. Such periods of duty\nshall include active duty, active duty for training, initial active duty for\ntraining, inactive duty training, full-time National Guard duty and absence from\nemployment for an examination to determine fitness for such duty.\n\n \n                                       10\n\n          2.46 Qualified Nonelective Contributions. Any contributions by the\nAdopting Employers to the Trust pursuant to section 4.1(c). Qualified\nNonelective Contributions are one hundred percent (100%) vested when made and\nare subject to the special distribution restrictions prescribed in section\n8.2(e).\n\n         2.47 Qualified Nonelective Contribution Account. That portion of a\nParticipant's Account that is attributable to Qualified Nonelective\nContributions received pursuant to section 4.1(c), adjusted for withdrawals and\ndistributions, and the earnings and losses attributable thereto.\n\n         2.48 Recordkeeper. The organization designated by the Administrator to\nbe the recordkeeper for the Plan. Until and unless otherwise designated, the\nRecordkeeper shall be Fidelity Investments.\n\n         2.49 Reemployment Commencement Date. The first date on which the\nEmployee performs an Hour of Service following a Period of Severance that is\nexcluded under section 6.4 in determining whether a Participant has a\nnonforfeitable right to his or her Matching Contribution and ESOP Contribution\nAccounts.\n\n         2.50 Retirement. A termination of employment that occurs after a\nParticipant has either attained age 55 and completed a Period of Service of at\nleast ten (10) years or has attained Normal Retirement Age.\n\n         2.51 Rollover Contributions.  A transfer that qualifies under either\nsection 402(c) or 403(a)(4) of the Code.\n\n         2.52 Rollover Contribution Account. That portion of a Participant's\nAccount which is attributable to Rollover Contributions received pursuant to\nsection 4.4, adjusted for withdrawals and distributions, and the earnings and\nlosses attributable thereto.\n\n         2.53 Severance from Service. The termination of employment by reason of\nquit, Retirement, discharge, Layoff or death; or the failure to return from\nAuthorized Leave of Absence, Qualified Military Service or Disability.\n\n         2.54  Severance from Service Date.  The earliest of:\n\n               (a) the date on which an Employee resigns, retires, is \ndischarged, or dies; or\n\n               (b) except as provided in paragraphs (c), (d), (e) and (f)\nhereof, the first anniversary of the first date of a period during which an\nEmployee is absent for any reason other than resignation, retirement, discharge\nor death, provided that, on an equitable and uniform basis, the Administrator\nmay determine that, in the case of a Layoff as the result of a permanent plant\nclosing, the Administrator may designate the date of Layoff or other appropriate\ndate before the first anniversary of the first date of absence as the Severance\nfrom Service Date; or\n\n \n                                       11\n\n               (c) in the case of a Qualified Military Service leave of\nabsence from which the Employee does not return before expiration of recall\nrights, Severance from Service Date means the first day of absence because of\nthe leave; or\n\n               (d) in the case of an absence due to Disability, Severance\nfrom Service Date means the earlier of the first anniversary of the first day of\nabsence because of the Disability or the date of termination of the Disability;\nor\n\n               (e) in the case of an Employee who is discharged or resigns\n(i) by reason of the pregnancy of the Employee, (ii) by reason of the birth of a\nchild to the Employee, (iii) by reason of the placement of a child with the\nEmployee in connection with the adoption of such child by the Employee or (iv)\nfor purposes of caring for such child for a period beginning immediately\nfollowing such birth or placement, \"Severance from Service Date, for the sole\npurpose of determining the length of a Period of Service, shall mean the first\nanniversary of the resignation or discharge; or\n\n               (f) in the case of an Employee who is absent from service\nbeyond the first anniversary of the first day of absence (i) by reason of the\npregnancy of the Employee, (ii) by reason of the birth of a child to the\nEmployee, (iii) by reason of the placement of a child with the Employee in\nconnection with the adoption of such child by the Employee or (iv) for purposes\nof caring for such child for a period beginning immediately following such birth\nor placement, the Severance from Service Date shall be the second anniversary of\nthe first day of such absence. The period between the first and second\nanniversaries of the first day of absence is neither a Period of Service nor a\nPeriod of Severance.\n\n          2.55 Surviving Spouse. A person who was legally married to the \nParticipant immediately before the Participant's death.\n\n          2.56 Trade Day. Days on which the Recordkeeper is able to make\ntransfers of Plan assets.\n\n          2.57 Trust. The Raytheon Company Master Trust for Defined Contribution\nPlans and any successor agreement made and entered into for the establishment of\na trust fund of all contributions which may be made to the Trustee under the\nPlan.\n\n          2.58  Trustee. The Trustee and any successor trustees under the Trust.\n\n          2.59  Trust Fund. The cash, securities, and other property held by the\n Trustee for the purposes of the Plan.\n\n          2.60  United States-Based Payroll. A payroll maintained by the Company\nor an adopting Employer that is designated as a United States payroll on the\nbooks and records of the Company or Adopting Employer and that is subject to\nUnited States Wage Withholding and reporting laws.\n\n          2.61 Valuation Date. Any day that the New York Stock Exchange is open\nfor trading.\n\n \n                                       12\n\n                                   ARTICLE III\n\n                                   Eligibility\n\n         3.1 Eligibility Requirements. Each Eligible Employee who is a\nParticipant in the Plan (or a plan that merged into the Plan and that is\nidentified in Section 1.1(b)) on the Effective Date (or, if later, the date of\nplan merger) shall continue to participate in the Plan, in accordance with the\nterms and conditions of the Plan as amended and restated herein. Each other\nEligible Employee and any person who subsequently becomes an Eligible Employee\nmay join the Plan immediately following his or her Employment Commencement Date\n(or, if later, the date an Employee becomes an Eligible Employee).\n\n         3.2 Procedure for Joining the Plan. Each Eligible Employee may join the\nPlan by communicating with the Recordkeeper in accordance with the instructions\nthat will be made available to each Eligible Employee. An enrollment in the Plan\nshall not be deemed to have been completed until the Eligible Employee has\ndesignated: (i) a percentage by which his or her Compensation shall be reduced\nas an Elective Deferral in accordance with the requirements of section 4.1(a);\n(ii) election of investment funds in accordance with ARTICLE V; (iii) one or\nmore Beneficiaries; and (iv) such other information as specified by the\nRecordkeeper. Enrollment will be effective as of the first Pay Period following\ncompletion of enrollment for which it is administratively feasible to carry out\nsuch enrollment. The Administrator, in its discretion, may from time to time\nmake exceptions and adjustments in the foregoing procedures on a uniform and\nnondiscriminatory basis.\n\n         3.3 Transfer Between Adopting Employers to Position Covered by Plan. A\nParticipant who is transferred to a position with another Adopting Employer in\nwhich the Participant remains an Eligible Employee will continue as an active\nParticipant of the Plan.\n\n         3.4 Transfer to Position Not Covered by Plan. If a Participant is\ntransferred to a position with an Employer in which the Participant is no longer\nan Eligible Employee, the Participant will remain a Participant of the Plan with\nrespect to contributions previously made but shall no longer be eligible to have\nElective Deferrals made to the Plan on his or her behalf until he or she again\nbecomes an Eligible Employee. In the event the Participant is subsequently\ntransferred to a position in which he or she again becomes an Eligible Employee,\nthe Participant may renew Elective Deferrals by communicating with the\nRecordkeeper and providing all of the information requested by the Recordkeeper.\nThe renewal of Elective Deferrals will be effective as of the first Pay Period\nfollowing receipt by the Recordkeeper of the requested information for which it\nis administratively feasible to re-enroll such Participant.\n\n         3.5 Transfer to Position Covered by Plan. If an Employee who is not\neligible to participate in the Plan by reason of his or her position with an\nEmployer is transferred to a position that is eligible to participate in the\nPlan, such Employee may join the plan immediately following the effective date\nof the new position in accordance with the procedures prescribed Section 3.2.\n\n \n                                       13\n\n         3.6 Treatment of Qualified Military Service. Notwithstanding any\nprovision of this Plan to the contrary, contributions, benefits and service\ncredit with respect to Qualified Military Service will be provided in accordance\nwith section 414(u) of the Code.\n\n                                   ARTICLE IV\n\n                                  Contributions\n\n         4.1      401(k) Portion of the Plan.\n\n                  (a) (1) Elective Deferrals: Except as otherwise provided\nherein and in Exhibit C to this Plan, a Participant may authorize an Adopting\nEmployer to reduce his or her Compensation on a pre-tax basis by an amount equal\nto any whole percentage of Compensation that does not exceed seventeen percent\n(17%) and to have such amount contributed to the Plan as an Elective Deferral.\n\n                       (2)  A Participant shall not be permitted to make \nElective Deferrals during any calendar year in excess of seven thousand dollars\n($7,000), as adjusted for increases in the cost-of-living in accordance with\nsection 402(g)(5) of the Code. A Participant may affirmatively designate that in\nthe event his or her Elective Deferrals are limited in accordance with the\npreceding sentence in this subsection (a)(2) and the Participant is eligible to\nmake Employee After-Tax Contributions under section 4.1(b), all future deferrals\nof Compensation shall be on an after-tax basis and shall be re-characterized as\nEmployee After-Tax Contributions under section 4.1(b). This re-characterization\nshall take effect as of the first Pay Period by which it is administratively\nfeasible to make such re-characterization.\n\n                    (3) Except as otherwise provided in Exhibit C to this\nPlan, the Elective Deferrals and Employee After-Tax Contributions (if\napplicable) made on behalf of each Participant shall not in the aggregate exceed\nseventeen percent (17%) of the Participant's Compensation for any Plan Year.\n\n                    (4) A Participant may change his or her Elective Deferral\npercentage to increase or decrease said percentage by notifying the\nRecordkeeper, such change to take effect as of the first Pay Period by which it\nis administratively feasible to make such change.\n\n                    (5) A Participant may not make Elective Deferrals with \nrespect to Compensation that has already been made available to the Participant.\n\n                (b) (1) Employee After-Tax Contributions: Except as otherwise\nprovided herein and in Exhibit C to this Plan, the Eligible Employees of each\nAdopting Employer listed in Exhibit C to this Plan may authorize the Adopting\nEmployer to reduce their Compensation on an after-tax basis by an amount equal\nto any whole percentage of Compensation that does not exceed seventeen percent\n(17%) and to have such amount contributed to the Plan as an Employee After-Tax\nContribution.\n\n                    (2) Except as otherwise provided in Exhibit C to this Plan, \nthe Elective Deferrals and Employee After-Tax Contributions made on behalf of\neach Participant shall not in the aggregate exceed seventeen percent (17%) of\nthe Participant's Compensation for any Plan Year.\n\n \n                                       14\n\n                    (3) A Participant may change his or her Employee After-Tax\nContribution percentage to increase or decrease said percentage by notifying the\nRecordkeeper, such change to take effect as of the first Pay Period by which it\nis administratively feasible to make such change.\n\n                (c) (1) Qualified Nonelective Contributions -- Discretionary\nAmounts: Each Plan Year the Adopting Employers may contribute to the Trust such\namounts as determined by the Senior Vice President of Human Resources of the\nCompany or other officer to whom authority to determine contributions is\ndelegated by the Board of Directors, in his or her sole discretion. Any amounts\ncontributed under this subsection are to be designated by the Adopting Employers\nas Qualified Nonelective Contributions.\n\n                    (2) Qualified Nonelective Contributions - Specified Amounts:\nEach Adopting Employer listed in Exhibit C to this Plan shall make Qualified\nNonelective Contributions on behalf of its Eligible Employees in accordance with\nthe Qualified Nonelective Contribution formula prescribed in Exhibit C to this\nPlan.\n\n                    (3) Qualified  Nonelective Contributions -- Service \nContract Act Reconciliation \n\n     Amounts: Each Plan Year the Adopting Employers may contribute to the Trust \nsuch amounts as determined by the Senior Vice President of Human Resources of\nthe Company or other officer to whom authority to determine contributions is\ndelegated by the Board of Directors, in his or her sole discretion, consisting\nof the entire amount or any part of any deficiency between health and welfare\nand\/or pension contributions actually made under a contract covered by the\nService Contract Act and the amount of such contribution or contributions\nrequired by a wage determination issued under the contract. Such amount shall be\ncalculated in accordance with the formula specified in 29 CFR Section 4.175 as\nfollows:\n\n        The total amount contributed for a month, calendar or contract\n        quarter, or other specified time is divided by the total hours\n        worked under the contract by service employees subject to the\n        Act during the period in question to determine an hourly\n        contribution rate.\n\nThe difference between the contribution rate required in the determination and\nthe actual contribution may be contributed to the Plan on behalf of each\nEligible Employee for purposes of fulfilling the Employer's fringe benefit\nobligations under the Service Contract Act.\n\n                    (d) Employer Contributions: Each Adopting Employer listed in\nExhibit C to this Plan shall make Employer Contributions on behalf of its\nEligible Employees in accordance with the Employer Contribution formula\nprescribed in Exhibit C to this Plan.\n\n \n                                       15\n\n         4.2 Stock Bonus Portion of the Plan - Matching Contributions. Each\nAdopting Employer listed in Exhibit C to this Plan shall make Matching\nContributions on behalf of its Eligible Employees in accordance with the\nMatching Contribution formula prescribed in Exhibit C to this Plan.\n\n         4.3 ESOP Portion of the Plan.\n\n             (a) ESOP Contributions: Each Adopting Employer listed in Exhibit C \nto this Plan shall make an ESOP Contribution equal to one-half of one percent\n(0.5%) of its Eligible Employees' Compensation for each Plan Year. The ESOP\nContribution may be made in cash, Common Stock or a combination thereof at the\ndiscretion of the Adopting Employers. Within a reasonable period of time before\nthe allocation to individual accounts as specified in subsection (b) below, the\nTrustee shall use the ESOP Contribution, to the extent not contributed in Common\nStock, to acquire Common Stock which will be held by the Trustee for the benefit\nof the eligible Participants in the Plan.\n\n             (b) Allocation of ESOP Contribution: As soon as administratively \nfeasible after the ESOP Contribution is made to the Plan, the Administrator\nshall allocate the ESOP Contribution to the eligible Participants who received\nCompensation during such Plan Year. The ESOP Contribution (consisting of Common\nStock and any residual cash) shall be allocated to those eligible Participants\nin the same ratio as each such Participant's Compensation for the Plan Year\nbears to the Total Compensation of all such eligible Participants for the Plan\nYear.\n\n         4.4 Rollover Contributions.\n\n             (a) Participants may transfer into the Plan Qualifying\nRollover Amounts from other qualified plans or Conduit IRAs, subject to the\nfollowing terms and conditions:\n\n                  (1) the  transferred  funds are  received  by the  Trustee no\nlater than sixty (60) days from receipt by the Participant of a distribution\nfrom another qualified plan or, in the event that the funds are transferred from\na Conduit IRA, no later than sixty (60) days from the date that the Participant\nreceives such funds from the individual retirement account;\n\n                 (2) the Rollover Contributions transferred pursuant to this \nsection 4.4(a) shall be credited to the Participant's Rollover Contribution\nAccount and will be invested upon receipt by the Trustee; and\n\n                 (3) a Rollover Contribution will not be accepted unless (A) \n     the Employee on whose behalf the Rollover Contribution will be made is\neither a Participant or an Eligible Employee who has notified the Administrator\nthat he or she intends to become a Participant as of the first date on which he\nor she is eligible therefor, and (B) all required information, including\nselection of specific investment accounts, is provided to the Recordkeeper.\n\n \n                                       16\n\n             (b) For purposes of this section, the following terms shall have \nthe meanings specified:\n\n                 (1) Qualifying Rollover Amounts. Amounts that can be \ntransferred to the Plan under either section 402(c), 403(a)(4) or\n408(d)(3)(A)(ii) of the Code.\n\n                 (2) Conduit IRA. An  individual retirement account described in\nsection 408(d)(3)(A)(ii) of the Code.\n\n         4.5      Direct Transfers.\n\n                  (a) The Plan shall accept a transfer of assets, including\nelective transfers in accordance with Treas. Regs. section 1.411(d)-4 Q&amp;A-3(b)\nand transfers in connection with a plan merger, directly from another plan\nqualified under section 401(a) of the Code only if the Administrator, in its\nsole discretion, agrees to accept such a transfer. In determining whether to\naccept such a transfer, the Administrator shall consider the administrative\ninconvenience engendered by such a transfer and any risks to the continued\nqualification of the Plan under section 401(a) of the Code. Acceptance of any\nsuch transfer shall not preclude the Administrator from refusing any such\nsubsequent transfers.\n\n                  (b) Any transfer of assets accepted under this subsection\nshall be separately accounted for at all times and shall remain subject to the\nprovisions of the transferor plan (as it existed at the time of such transfer)\nto the extent required by section 411(d)(6) of the Code (including, but not\nlimited to, any rights to qualified joint and survivor annuities and qualified\npreretirement survivor annuities) as if such provisions were part of the Plan.\nIn all other respects, however, such transferred assets will be subject to the\nprovisions of this Plan. The Administrator may, but is not required to, describe\nin Exhibit B to this Plan the special provisions that must be preserved under\nsection 411(d)(6) of the Code, if any, following the transfer of assets from\nanother plan in accordance with this subsection (b).\n\n                  (c) Assets accepted under this section shall be\nnonforfeitable. Notwithstanding the preceding sentence, assets transferred in\nconnection with the plan mergers identified in section 1.1(b) shall vest in\naccordance with the provisions of ARTICLE VI.\n\n         4.6 Refund of Contributions to the Adopting Employers. Notwithstanding\nthe provisions of ARTICLE XII, if, or to the extent that, any Adopting\nEmployer's deductions for contributions made to the Plan are disallowed, such\nAdopting Employer will have the right to obtain the return of any such\ncontributions for a period of one (1) year from the date of disallowance. For\nthis purpose, all contributions are made, other than Employee After-Tax\nContributions, subject to the condition that they are deductible under the Code\nfor the taxable year of the Adopting Employers for which the contributions are\nmade. Furthermore, any contribution made on the basis of a mistake in fact may\nbe returned to the Adopting Employers within one (1) year from the date such\ncontribution was made.\n\n         4.7 Payment. The Adopting Employers shall pay to the Trustee in U.S.\ncurrency, or by other property acceptable to the Trustee, all contributions for\neach Plan Year within the time prescribed by law, including extensions granted\nby the Internal Revenue Service, for filing the federal income tax return of the\nCompany for its taxable year in which such Plan Year ends. Unless designated by\nthe Adopting Employers as nondeductible, all contributions made, other than\nEmployee After-Tax Contributions, shall be deemed to be conditioned on their\ncurrent deductibility under section 404 of the Code.\n\n \n                                       17\n\n         4.8      Limits for Highly Compensated.\n\n                  (a) Elective Deferrals, Employee After-Tax Contributions,\nMatching Contributions and Qualified Nonelective Contributions allocable to the\nAccounts of Highly Compensated Employees shall not in any Plan Year exceed the\nlimits specified in this section. The Administrator may make the adjustments\nauthorized in this section to ensure that the limits of subsection (b) (or any\nother applicable limits) are not exceeded, regardless of whether such\nadjustments affect some Participants more than others. This section shall be\nadministered and interpreted in accordance with sections 401(k) and 401(m) of\nthe Code.\n\n                  (b)(1) The Actual Deferral Percentage of the Highly\nCompensated Employees shall not exceed, in any Plan Year, the greater of:\n\n                          (A) one hundred twenty-five percent (125%) of the \nActual Deferral Percentage for all other Eligible Participants; or\n\n                          (B) the lesser of two hundred percent (200%) of the\nActual Deferral Percentage for all other Eligible Participants or the Actual\nDeferral Percentage for the other Eligible Participants plus two (2) percentage\npoints.\n\n                      (2) The Actual Contribution Percentage of the Highly \nCompensated Employees shall not exceed, in any Plan Year, the greater of:\n\n                          (A) one hundred twenty five percent (125%) of the \nActual Contribution Percentage for all other Eligible Participants; or\n\n                          (B) the lesser of two hundred percent (200%) of the \nActual Contribution Percentage for all other Eligible Participants or the Actual\nContribution Percentage for the other Eligible Participants plus two (2)\npercentage points.\n\n                      (3) The sum of the Actual Deferral Percentage and \nthe Actual Contribution Percentage for the Highly Compensated Employees shall\nnot exceed, in any Plan Year, the sum of: \n\n                         (A) one hundred twenty-five percent (125%) of the\ngreater of:\n\n                  (i) the Actual Deferral Percentage of the other Eligible\nParticipants; or\n                 (ii) the  Actual Contribution Percentage of the other Eligible\nParticipants; and\n\n                          (B) two plus the lesser of:\n\n                  (i) the amount in paragraph (3)(A)(i); or\n\n                 (ii) the amount in paragraph (3)(A)(ii); provided that the\namount in this paragraph (3)(B) shall not exceed two hundred percent (200%) of\nthe lesser of the amount in paragraph (3)(A)(i) or the amount in paragraph\n(3)(A)(ii).\n\n \n                                       18\n\n                      (4)  The limitations under section 4.8(b)(3) shall be \nmodified to reflect any higher limitations provided by the Internal Revenue\nService under regulations, notices or other official statements.\n\n               (c) The following terms shall have the meanings specified:\n\n(1) Actual Contribution Percentage. The average of the ratios for a designated\ngroup of Employees (calculated separately for each Employee in the group) of the\nsum of the Matching Contributions (other than those treated as part of the\nActual Deferral Percentage), Qualified Nonelective Contributions (other than\nthose treated as part of the Actual Deferral Percentage), Employee After-Tax\nContributions and Elective Deferrals (other than those treated as part of the\nActual Deferral Percentage) allocated for the applicable year on behalf of the\nParticipant, divided by the Participant's Compensation for such applicable year.\nThe \"applicable year\" for determining the Actual Contribution Percentage for the\ngroup of Highly Compensated Employees shall be the current Plan Year. For all\nother Eligible Participants, the \"applicable year\" for determining the Actual\nContribution Percentage shall be the current Plan Year, unless, in accordance\nwith the procedures prescribed by the Internal Revenue Service, the\nAdministrator elects to use the immediately preceding Plan Year. In the event\nthe Administrator elects to use the immediately preceding Plan Year for this\npurpose for any Plan Year, the Administrator shall so indicate in Exhibit D to\nthis Plan.\n\n(2) Actual Deferral Percentage. The average of the ratios for a designated group\nof Employees (calculated separately for each Employee in the group) of the sum\nof the Elective Deferrals, Qualified Nonelective Contributions and Matching\nContributions (that the Company elects to have treated as part of the Actual\nDeferral Percentage) allocated for the applicable year on behalf of a\nParticipant, divided by the Participant's Compensation for such applicable year.\nThe \"applicable year\" for determining the Actual Deferral Percentage for the\ngroup of Highly Compensated Employees shall be the current Plan Year. For all\nother Eligible Participants, the \"applicable year\" for determining the Actual\nDeferral Percentage shall be the current Plan Year, unless in accordance with\nthe procedures prescribed by the Internal Revenue Service, the Administrator\nelects to use the immediately preceding Plan Year. In the event the\nAdministrator elects to use the immediately preceding Plan Year for this purpose\nfor any Plan Year, the Administrator shall so indicate in Exhibit D to this\nPlan.\n\n(3) Compensation. To the extent regulations permit the definition of\nCompensation in ARTICLE II to be used, then such definition shall be applied for\npurposes of this ARTICLE; provided, however, that to the extent such definition\nis not so permitted, then Compensation shall include all compensation required\nto be counted under section 414(s) of the Code; provided further, however, that\nthis definition shall not apply for purposes of the definition of Highly\nCompensated Employee in section 2.21.\n\n(4) Eligible Participant. Any Employee of the Company who is authorized under\nthe terms of the Plan to make Elective Deferrals, Employee After-Tax\nContributions or have Qualified Nonelective Contributions allocated to his or\nher Account for the Plan Year.\n\n \n                                       19\n\n                  (d) For purposes of determining whether a plan satisfies the\nActual Contribution Percentage test of section 401(m), all Employee and matching\ncontributions that are made under two (2) or more plans that are aggregated for\npurposes of section 401(a)(4) and 410(b) (other than section 410(b)(2)(A)(ii))\nare to be treated as made under a single plan and that if two (2) or more plans\nare permissively aggregated for purposes of section 401(m), the aggregated plans\nmust also satisfy section 401(a)(4) and 410(b) as though they were a single\nplan.\n\n                  (e) In calculating the Actual Contribution Percentage for\npurposes of section 401(m), the actual contribution ratio of a Highly\nCompensated Employee will be determined by treating all plans subject to section\n401(m) under which the Highly Compensated Employee is eligible (other than those\nthat may not be permissively aggregated) as a single plan.\n\n                  (f) For purposes of determining whether a plan satisfies the\nActual Deferral Percentage test of section 401(k), all elective contributions\nthat are made under two (2) or more plans that are aggregated for purposes of\nsection 401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) are to be\ntreated as made under a single plan and that if two (2) or more plans are\npermissively aggregated for purposes of section 401(k), the aggregated plans\nmust also satisfy sections 401(a)(4) and 410(b) as though they were a single\nplan.\n\n                  (g) In calculating the Actual Deferral Percentage for purposes\nof section 401(k), the actual deferral ratio of a Highly Compensated Employee\nwill be determined by treating all cash or deferred arrangements under which the\nHighly Compensated Employee is eligible (other than those that may not be\npermissively aggregated) as a single arrangement.\n\n                  (h) An elective contribution will be taken into account under\nthe Actual Deferral Percentage test of section 401(k)(3)(A) of the Code for a\nPlan Year only if it is allocated to the Employee as of a date within that Plan\nYear. For this purpose, an elective contribution is considered allocated as of a\ndate within a Plan Year if the allocation is not contingent on participation or\nperformance of services after such date and the elective contribution is\nactually paid to the Trust no later than twelve (12) months after the Plan Year\nto which the contribution relates.\n\n         4.9      Correction of Excess Contributions.\n\n                  (a) Excess Contributions shall be corrected as provided in\nthis section. The Administrator may also prevent anticipated Excess\nContributions as provided in this section. The Administrator may use any method\nof correction or prevention provided in this section or any combination thereof,\nas it determines in its sole discretion. This section shall be administered and\ninterpreted in accordance with sections 401(k) and 401(m) of the Code.\n\n                  (b) The Administrator may refuse to accept any or all\nprospective Elective Deferrals to be contributed by a Participant.\n\n \n                                       20\n\n                  (c) (1) The Company may, in its sole discretion, elect to\ncontribute, as provided in section 4.1(b), a Qualified Nonelective Contribution\nin an amount necessary to satisfy any or all of the requirements of section 4.8.\n\n                      (2) Qualified Nonelective Contributions for a Plan Year \nshall only be allocated to the Accounts of Participants who are not Highly\nCompensated Employees. Qualified Nonelective Contributions shall be allocated\nfirst to the Participant with the lowest Compensation for that Plan Year and any\nremaining Qualified Nonelective Contributions thereafter shall be allocated to\nthe Participant with the next lowest Compensation for that Plan Year. This\nallocation method shall continue in ascending order of Compensation until all\nsuch Qualified Nonelective Contributions are allocated. The allocation to any\nParticipant shall not exceed the limits under section 415 of the Code. If two or\nmore Participants have identical Compensation, the allocations to them shall be\nproportional.\n\n                     (3) Qualified Nonelective Contributions for a Plan Year \nshall be contributed to the Trust within twelve (12) months after the close of\nsuch Plan Year.\n\n                     (4) Qualified Nonelective Contributions shall only be \nallocated to Participants who receive Compensation during the Plan Year for\nwhich such contribution is made.\n\n                  (d) The Administrator may, during a Plan Year, distribute to a\nParticipant (or such Participant's Beneficiary if the Participant is deceased),\nany or all Excess Contributions or Excess Deferrals (whether Elective Deferrals,\nCompany Contributions or Qualified Nonelective Contributions) allocable to that\nParticipant's Account for that Plan Year, notwithstanding any contrary provision\nof the Plan. Such distribution may include earnings or losses (if any)\nattributable to such amounts, as determined by the Administrator.\n\n                  (e) (1) The Administrator may recharacterize any or all Excess\nContributions for a Plan Year as Employee contributions in accordance with the\nprovisions of this subsection. Any Excess Contributions that are so\nrecharacterized shall be treated as if the Participant had elected to instead\nreceive cash Compensation on the earliest date that any Payroll Reduction\nContribution made on behalf of the Participant during the Plan Year would have\nbeen received had the Participant originally elected to receive such amount in\ncash and then contributed such amount as an Employee contribution. To the extent\nrequired by the Internal Revenue Service, however, such recharacterized Excess\nContributions shall continue to be treated as if such amounts were not\nrecharacterized.\n\n                      (2) The  Administrator shall report any recharacterized \nExcess Contributions as Employee contributions to the Internal Revenue Service\nand to the affected Participants at such times and in accordance with such\nprocedures as are required by the Internal Revenue Service. The Administrator\nshall take such other actions regarding the amounts so recharacterized as may be\nrequired by the Internal Revenue Service.\n\n \n                                       21\n\n                      (3) Excess Contributions may not be recharacterized under \nthis subsection more than two and one-half (2 1\/2) months after the close of the\nPlan Year to which the recharacterization relates. Recharacterization is deemed\nto occur when the Participant is so notified (as required by the Internal\nRevenue Service).\n\n                      (4) The amount of Excess Contributions to be distributed\nor recharacterized shall be reduced by excess deferrals previously distributed\nfor the taxable year ending in the same Plan Year and Excess Deferrals to be\ndistributed for a taxable year will be reduced by Excess Contributions\npreviously distributed or recharacterized for the Plan beginning in such taxable\nyear.\n\n                   (f)(1) The Administrator may distribute any or all Excess\nContributions for a Plan Year in accordance with the provisions of this\nsubsection. Such distribution may only occur after the close of such Plan Year\nand within twelve (12) months of the close of such Plan Year. In the event of\nthe termination of the Plan, such distribution shall be made within twelve (12)\nmonths after such termination. Such distribution shall include the income\nallocable to the amounts so distributed, as determined under this subsection.\nThe Administrator may make any special allocations of earnings or losses\nnecessary to carry out the provisions of this subsection. A distribution of an\nExcess Contribution under this subsection may be made without regard to any\nnotice or consent otherwise required pursuant to sections 411(a)(11) and 417 of\nthe Code.\n\n                      (2)(A) The income allocable to Excess Contributions\ndistributed under this subsection shall equal the allocable gain or loss for the\nPlan Year. Income includes all earnings and appreciation, including such items\nas interest, dividends, rent, royalties, gains from the sale of property,\nappreciation in the value of stock, bonds, annuity and life insurance contracts,\nand other property, without regard to whether such appreciation has been\nrealized.\n\n                         (B) The allocable gain or loss for the Plan Year may be\ndetermined under any reasonable method consistently applied by the\nAdministrator. Alternatively, the Administrator may, in its discretion,\ndetermine such allocable gain or loss for the Plan Year under the method set\nforth in subparagraph (C).\n\n                         (C) Under this method, the allocable gain or loss for \nthe Plan Year is determined by multiplying the income for the Plan Year\nallocable to Elective Deferrals (and amounts treated as Elective Deferrals) by a\nfraction, the numerator of which is the Excess Contributions by the Participant\nfor the Plan Year and the denominator of which is the total Account balance of\nthe Participant attributable to Elective Deferrals (and amounts treated as\nElective Deferrals) as of the beginning of the Plan Year, increased by any\nElective Deferrals (and amounts treated as Elective Deferrals) by the\nParticipant for the Plan Year.\n\n \n                                       22\n\n                      (3) Amounts distributed under this subsection (or other \nprovisions of this section) shall first be treated as distributions from the \nParticipant's subaccounts in the following order:\n                                    \n                         (A) from the Participant's Payroll Reduction \nContribution subaccount (if such Excess Contribution is attributable to \nElective Deferrals);\n                         (B) from the Participant's Qualified Nonelective \nContribution subaccount (if such Excess Contribution is attributable to\nQualified Nonelective Contributions); and\n\n                         (C) from the Participant's Company Contribution\nsubaccount (if such Excess Contribution is attributable to Company \nContributions).\n\n                  (g)(1) The term \"Excess Contribution\" shall mean, with\nrespect to a Plan Year, the excess of the Elective Deferrals (including any\nQualified Nonelective Contributions and Matching Contributions that are treated\nas Elective Deferrals under sections 401(k)(2) and 401(k)(3) of the Code) on\nbehalf of eligible Highly Compensated Employees for the Plan Year over the\nmaximum amount of such contributions permitted under sections 401(k)(2) and\n401(k)(3) of the Code.\n\n                     (2) Any distribution of Excess Contributions for a Plan \nYear shall be made to Highly Compensated Employees on the basis of the amount of\ncontributions by, or on behalf of, each such Highly Compensated Employee.\n\n                     (3) The amount of Excess Contributions to be distributed \nor recharacterized shall be reduced by Excess Deferrals previously distributed\nfor the taxable year ending in the same Plan Year and Excess Deferrals to be\ndistributed for a taxable year will be reduced by Excess Contributions\npreviously distributed or recharacterized for the Plan beginning in such taxable\nyear.\n\n         4.10     Correction of Excess Deferrals.\n\n                  (a) Excess Deferrals shall be corrected as provided in this\nsection. The Administrator may also prevent anticipated Excess Deferrals as\nprovided in this section. The Administrator may use any method of correction or\nprevention provided in this section or any combination thereof, as it determines\nin its sole discretion. A distribution of an Excess Deferral under this section\nmay be made without regard to any notice or consent otherwise required pursuant\nto sections 411(a)(11) and 417 of the Code. This section shall be administered\nand interpreted in accordance with sections 401(k) and 402(g) of the Code.\n\n                  (b) The Administrator may refuse to accept any or all\nprospective Elective Deferrals to be contributed by a Participant.\n\n                  (c) (1) The Administrator may distribute any or all Excess\nDeferrals to the Participant on whose behalf such Excess Deferrals were made\nbefore the close of the Applicable Taxable Year. Distributions under this\nsubsection include income allocable to the Excess Distribution so distributed,\nas determined under this subsection.\n\n \n                                       23\n\n                      (2) Distribution under this subsection shall only be made\nif all the following conditions are satisfied:\n\n                          (A) the Participant seeking the distribution \ndesignates the distribution as an Excess Deferral;\n\n                          (B) the distribution is made after the date the \nExcess Deferral is received by the Plan; and\n\n                          (C) the Plan designates the distribution as a \ndistribution of an Excess Deferral.\n\n                      (3) The income allocable to the Excess Deferral\ndistributed under this subsection shall be determined in the same manner as\nunder subsection (d)(3), except that income shall only be determined for the\nperiod from the beginning of the Applicable Taxable Year to the date on which\nthe distribution is made.\n\n                  (d)(1) The Administrator may distribute any or all Excess\nDeferrals to the Participant on whose behalf such Excess Deferrals were made\nafter the close of the Applicable Taxable Year. Distribution under this\nsubsection shall only be made if the Participant timely provides the notice\nrequired under subsection (d)(2) and such distribution is made after the\nApplicable Taxable Year and before the first April 15 following the close of the\nApplicable Taxable Year. Distributions under this subsection shall include\nincome allocable to the Excess Deferrals so distributed, as determined under\nthis subsection.\n\n                     (2) Any Participant seeking a distribution of an Excess \nDeferral in accordance with this subsection must notify the Administrator of\nsuch request no later than the first March 15 following the close of the\nApplicable Taxable Year. The Administrator may agree to accept notification\nreceived after such date (but before the first April 15 following the close of\nthe Applicable Taxable Year) if it determines that it would still be\nadministratively practicable to make such distribution in view of the delayed\nnotification. The notification required by this subsection shall be deemed made\nif a Participant's Elective Deferrals to the Plan in any Plan Year create an\nExcess Deferral.\n\n                     (3) The income allocable to the Excess Deferral\ndistributed under this subsection shall be determined in the same manner as\nunder section 4.9(f)(2), except that the term \"Excess Deferrals\" shall be\nsubstituted for \"Excess Contributions\" and the term \"Applicable Taxable Year\"\nshall be substituted for \"Plan Year.\" The Administrator may make any special\nallocations of earnings or losses necessary to carry out the provisions of this\nsubsection.\n\n                  (e) The following terms shall have the meanings specified:\n\n                      (1) Applicable Taxable Year.  The taxable year (for \nfederal income tax purposes)of the Participant in which an Excess Deferral must\nbe included in gross income (when made) in accordance with section 402(g) of \nthe Code.\n\n \n                                       24\n\n                      (2) Excess Deferral.  A Participant's Elective Deferrals \n(and other contributions limited by section 402(g) of the Code), for an\nApplicable Taxable Year that are in excess of the limits imposed by section\n402(g) of the Code for such Applicable Taxable Year.\n\n         4.11     Correction of Excess Aggregate Contributions.\n\n                  (a) Excess Aggregate Contributions shall be corrected as\nprovided in this section. The Administrator may use any method of correction or\nprevention provided in this section or any combination thereof, as it determines\nin its sole discretion. This section shall be administered and interpreted in\naccordance with sections 401(k) and 401(m) of the Code.\n\n                  (b) The Administrator may refuse to accept any or all\nprospective Elective Deferrals to be contributed to a Participant.\n\n                  (c) (1) The Company may, in its sole discretion, elect to\ncontribute, as provided in section 4.1(b), a Qualified Nonelective Contribution\nin an amount necessary to satisfy any or all of the requirements of section 4.8.\n\n                      (2) Qualified Nonelective  Contributions for a Plan Year\nshall only be allocated to the Accounts of Participants who are not Highly\nCompensated Employees. Qualified Nonelective Contributions shall be allocated\nfirst to the Participant with the lowest Compensation for that Plan Year and any\nremaining Qualified Nonelective contributions thereafter shall be allocated to\nthe Participant with the next lowest compensation for that Plan Year. This\nallocation method shall continue in ascending order of Compensation until all\nsuch Qualified Nonelective Contributions are allocated. The allocation to any\nParticipant shall not exceed the limits under section 415 of the Code. If two or\nmore Participants have identical Compensation, the allocations to them shall be\nproportional.\n\n                       (3) Qualified Nonelective Contributions for a Plan Year\nshall be contributed to the Trust within twelve (12) months after the close of\nsuch Plan Year.\n\n                      (4) Qualified Nonelective Contributions shall only be\nallocated to Participants who receive Compensation during the Plan Year for\nwhich such contribution is made.\n\n                  (d) The Administrator may, during a Plan Year, distribute to a\nParticipant (or such Participant's Beneficiary if the Participant is deceased),\nany or all Excess Aggregate Contributions allocable to that Participant's\nAccount for that Plan Year, notwithstanding any contrary provision of the Plan.\nSuch distribution may include earnings or losses (if any) attributable to such\namounts, as determined by the Administrator.\n\n                  (e)(1) The Administrator may forfeit any or all Excess\nAggregate Contributions for a Plan Year in accordance with the provisions of\nthis subsection. The amounts so forfeited shall not include any amounts that are\nnonforfeitable under section 6.5.\n\n \n                                       25\n\n                     (2) Any forfeitures under this subsection shall be made in\naccordance with the procedures for distributions under subsection (f) except\nthat such amounts shall be forfeited instead of being distributed.\n\n                  (f)(1) The Administrator may distribute any or all Excess\nAggregate Contributions for a Plan Year in accordance with the provisions of\nthis subsection. Such distribution may only occur after the close of such Plan\nYear and within twelve (12) months of the close of such Plan Year. Such\ndistributions shall be specifically designated by the Administrator as a\ndistribution of Excess Aggregate Contributions. In the event of the complete\ntermination of the Plan, such distribution shall be made within twelve (12)\nmonths after such termination. Such distribution shall include the income\nallocable to the amounts so distributed, as determined under this subsection.\nThe Administrator may make any special allocations of earnings or losses\nnecessary to carry out the provisions of this subsection. A distribution of an\nExcess Aggregate Contribution under this subsection may be made without regard\nto any notice or consent otherwise required pursuant to sections 411(a)(11) and\n417 of the Code.\n\n                      (2)(A)The income allocable to Excess Aggregate \nContributions distributed under this subsection shall equal the allocable gain\nor loss for the Plan Year. Income includes all earnings and appreciation,\nincluding such items as interest, dividends, rent, royalties, gains from the\nsale of property, appreciation in the value of stock, bonds, annuity and life\ninsurance contracts, and other property, without regard to whether such\nappreciation has been realized.\n\n                         (B) The allocable gain or loss for the Plan Year may be\ndetermined under any reasonable method consistently applied by the\nAdministrator. Alternatively, the Administrator may, in its discretion,\ndetermine such allocable gain or loss for the Plan Year under the method set\nforth in subparagraph (C).\n\n                         (C) Under this method, the allocable gain or loss for \nthe Plan Year is determined by multiplying the income for the Plan Year\nallocable to employee contributions, matching contributions and amounts treated\nas matching contributions by a fraction, the numerator of which is the Excess\nAggregate Contributions for the Participant for the Plan Year and the\ndenominator of which is the total Account balance of the Participant\nattributable to employee contributions, matching contributions and amounts\ntreated as matching contributions as of the beginning of the Plan Year,\nincreased by the employee contributions, matching contributions and amounts\ntreated as matching contributions for the Participant for the Plan Year.\n\n                      (3) Amounts distributed under this subsection (or other\nprovisions of this section) shall first be treated as distributions from the\nParticipant's subaccounts in the following order:\n\n                         (A) from the Participant's Employee After-Tax\nContribution subaccount (if such Excess Aggregate Contribution is attributable\nto Employee After-Tax Contributions);\n\n \n                                       26\n\n                         (B) from the Participant's Qualified Nonelective \nContribution subaccount (if such Excess Aggregate Contribution is attributable\nto Qualified Nonelective Contributions); and\n\n                         (C) from the Participant's Company Contribution \nsubaccount (if such Excess Aggregate Contribution is attributable to Company\nContributions).\n\n                  (g) (1) The term \"Excess Aggregate Contribution\" shall mean,\nwith respect to a Plan Year, the excess of the aggregate amount of the matching\ncontributions and employee contributions (including any Qualified Nonelective\nContributions or elective deferrals taken into account in computing the Actual\nContribution Percentage) actually made on behalf of eligible Highly Compensated\nEmployees for the Plan Year over the maximum amount of such contributions\npermitted under section 401(m)(2)(A) of the Code.\n\n                      (2) The terms \"employee contributions\" and \"matching \ncontributions\" shall, for purposes of this section, have the meanings set forth\nin Treas. Reg. Section 1.401(m)-1(f).\n\n                      (3) Any distribution of Excess Aggregate Contributions \nfor a Plan Year shall be made to Highly Compensated Employees on the basis of\nthe amount of contributions by, or on behalf of, each such Highly Compensated\nEmployee.\n\n         4.12 Correction of Multiple Use.\n\n              (a) If the limitations of Treas. Reg. ss.1.401(m)-2 are\nexceeded for any Plan Year, then correction shall be made in accordance with the\nprovisions of this section. This section shall be administered and interpreted\nin accordance with sections 401(k) and 401(m) of the Code.\n\n                  (b) Any correction required by this section shall be\ncalculated and administered in accordance with the provisions for correcting\nExcess Contributions (in section 4.9), Excess Aggregate Contributions (in\nsection 4.11) or both, as the Administrator determines in its sole discretion.\nAny correction required by this section, to the extent possible, shall be made\nonly with respect to those Highly Compensated Employees who are eligible in both\nthe arrangement subject to section 401(k) of the Code and the Plan, as subject\nto section 401(m) of the Code.\n\n                                    ARTICLE V\n\n                             Investment of Accounts\n\n         5.1      Election of Investment Funds.\n\n                  (a) Except as otherwise prescribed in subsections (b), (c) and\n(d) below, upon enrollment in the Plan, each Participant shall direct that the\nfunds in the Participant's Account be invested in increments of one percent (1%)\nin one or more of the investment options designated by the Administrator, which\nmay include designated investment funds, specific investments or both. The\ninvestment choices made available shall be sufficient to allow compliance with\nsection 404(c) of ERISA.\n\n \n                                       27\n\n                  (b) Except as otherwise prescribed in Exhibit C to this Plan,\nMatching Contributions made with respect to Plan Years beginning on and after\nJanuary 1, 1999 must be invested in Common Stock until the beginning of the\nfifth (5th) Plan Year following the Plan Year for which such contributions are\nmade. Thereafter, a Participant may designate the investment of the Matching\nContribution funds in accordance with the provisions of subsection (a) above.\nNotwithstanding anything herein to the contrary, the five-year restriction\nprescribed in this subsection (b) shall no longer apply immediately following a\nParticipant's Severance from Service or on or after January 1 of the calendar\nyear in which a Participant attains age 55.\n\n                  (c) Except as otherwise determined by the Administrator,\namounts held in a Participant's ESOP Contribution Account shall be invested in\nCommon Stock. Notwithstanding the preceding sentence, any Participant who has\nattained age 55 and completed a Period of Participation of at least ten (10)\nyears shall be permitted to direct that up to twenty-five percent (25%) of the\ntotal number of shares of Common Stock (rounded to the nearest whole integer)\nallocated to the Participant's ESOP Contribution Account as of the December 31\nimmediately preceding each Plan Year during the Qualified Election Period may be\ninvested among the otherwise available investment options under the Plan in\naccordance with the provisions of subsection (a) above. With respect to a\nqualified Participant's final diversification election, fifty percent (50%) is\nsubstituted for twenty-five percent (25%) in determining the amount subject to\nthe diversification election. Any direction to diversify hereunder may be made\nwithin 90 days after the close of each Plan Year during the Participant's\nQualified Election Period, as defined below. Any direction made during the\napplicable 90-day period following any Plan Year may be revoked or modified at\nany time during such 90-day period. The diversification of the ESOP Contribution\nAccount as provided herein shall be made through the sale by the Trustee of the\nnumber of shares of Common Stock directed by the Participant. The amount that\nmay be invested among the otherwise available investment options under the Plan\nshall be equal to the proceeds of such sale. Any such diversification shall be\nimplemented no later than the 180th day of the Plan Year in which the\nParticipant's direction is made. All such directions shall be in accordance with\nany notice, rulings, or regulations or other guidance issued by the Internal\nRevenue Service with respect to section 401(a)(28)(B) of the Code. For the\npurposes of this section, the term \"Qualified Election Period\" shall mean the\nsix (6) Plan Year period beginning with the later of the Plan Year in which the\nParticipant attains age 55 or completes a Period of Participation of ten (10)\nyears.\n\n                  (d) Notwithstanding subsection (e) below, the Administrator\nshall maintain a General Motors Class H Stock Fund (\"Fund H\") and Raytheon\nCompany Class A Stock Fund (\"Fund I\") as investment options under the Plan,\nsubject to the limitations prescribed in this subsection (d), for four (4)\ncomplete Plan Years following the Effective Date; provided, however, that if at\nany time prior to the expiration of such four (4) year period, the aggregate\nfair market value of the assets invested in either Fund H or Fund I falls below\nfive percent (5%) of the highest fair market value of the assets invested in\nFund H or Fund I, respectively, the Administrator may, with six (6) months\n\n \n                                       28\n\nwritten notice to affected Participants, eliminate Fund H or Fund I, as\napplicable, as investment options under the Plan. Notwithstanding the foregoing,\nthe Administrator may eliminate one or both funds at any time if the\nAdministrator determines in good faith that such elimination is necessary under\napplicable law (including without limitation the prudence requirements of\nERISA). When Fund H and Fund I are eliminated in accordance with this section\n5.1(d), Participants with assets invested in Fund H or Fund I, as applicable,\nshall direct the transfer of such assets to other funds available under the Plan\nor, if no such election is made, the Administrator shall transfer such assets to\na low risk fixed income fund as determined by the Administrator in its\ndiscretion. The only assets that may be invested in Fund H or Fund I are the\nGeneral Motors Class H Stock Fund and Raytheon Company Class A Stock Fund,\nrespectively, directly transferred to the Plan in connection with the mergers\nidentified in Section 1.1(b). A Participant may not direct that any other funds\nin the Participant's Account be invested in Fund H or Fund I.\n\n                  (e) In its discretion, the Administrator may from time to time\ndesignate new funds and, where appropriate, preclude investment in existing\nfunds and provide for the transfer of Accounts invested in those funds to other\nfunds selected by the Participant or, if no such election is made, to a low risk\nfixed income fund as determined by the Administrator in its discretion.\n\n                  (f) Except as otherwise prescribed in subsections (b), (c) and\n(d) above, a Participant's investment election will apply to the entire Account\nof the Participant.\n\n                  (g) In establishing rules and procedures under section 5.1, \nthe following shall apply: (1) Each Participant, Beneficiary or Alternate Payee\nshall affirmatively elect to self-direct the investment of assets in his or her\nAccount, but such election may provide for default investments in the absence of\nspecific directions from such Participant, Beneficiary or Alternate Payee.\n\n                      (2) The investment directions of a Participant shall \ncontinue to apply after that Participant's death or incompetence until the\nBeneficiary (or, if there is more than one Beneficiary for that Account, all of\nthe Beneficiaries), guardian or other representatives provide contrary\ndirection.\n\n                      (3) The Administrator may decline to implement investment\ndesignations if such investment, in the Administrator's judgment:\n\n                          (A) would result in a prohibited transaction under\nsection 4975 of the Code;\n\n                          (B) would generate income taxable to the Trust Fund; \n\n                          (C) would not be in accordance with the Plan and \nTrust; \n\n \n                                       29\n\n                          (D) would cause a Fiduciary to maintain the indicia \nof ownership of any assets of the Trust Fund outside the jurisdiction of the\ndistrict courts of the United States other than as permitted by section 404(b)\nof ERISA and Labor Reg. ss.2550.404(b)-1;\n\n                          (E) would jeopardize the Plan's tax qualified status\nunder the Code; \n\n                          (F) could result in a loss in excess of the amount\ncredited to the Account; or\n\n                          (G) would violate any other requirements of the Code\nor ERISA.\n\n                      (4) Except as otherwise prescribed in subsections (b), (c)\nand (d) above, the Administrator may establish reasonable restrictions on the\nfrequency with which investment directions may be given, consistent with section\n404(c) of ERISA.\n\n                      (5) The Administrator may establish limits on the use of\nbrokers, investment counsel or other advisors that may be utilized, including\nspecifying that all investments must be made through a designated broker or\nbrokers.\n\n                      (6) The Administrator may establish limits on the types \nof investments that are permitted.\n\n                  (h) Except as otherwise prescribed in subsections (b), (c) and\n(d) above, the Administrator shall establish such rules and procedures as may be\nadvisable or necessary to carry out the provisions of this section, with such\nrules and procedures being consistent with section 404(c) of ERISA.\n\n                  (i) The Administrator shall establish such rules and \nprocedures as may be advisable or necessary to reasonably ensure that all\ntransactions involving the investment funds comply with all applicable laws,\nincluding the securities laws.\n\n         5.2 Change in Investment Allocation of Future Deferrals. Except as\notherwise prescribed in sections 5.1(b), (c) and (d), each Participant may elect\nto change the investment allocation of future contributions effective as of the\nfirst Trade Day subsequent to notice to the Recordkeeper by which it is\nadministratively feasible to make such change. Any changes must be made either\nin increments of one percent (1%) of the Participant's Account or in a specified\nwhole dollar amount and must result in a total investment of one hundred percent\n(100%) of the Participant's Account.\n\n \n                                       30\n\n         5.3 Transfer of Account Balances Between Investment Funds. Except as\notherwise prescribed in sections 5.1(b), (c) and (d), each Participant may elect\nto transfer all or a portion of the amount in his or her Account between\ninvestment funds effective as of the first Trade Day following notice to the\nRecordkeeper by which it is administratively feasible to carry out such\ntransfer. In determining the amount of the transfer, the Participant's Account\nshall be valued as of the close of business on the Trade Day on which notice is\nreceived; provided, however, that in any case where the notice is received after\n4:00 p.m. Eastern Time (daylight or standard, whichever is in effect on the date\nof the call), the Account shall be valued as of the close of business on the\nnext Trade Day. Such transfers must be made in either one percent (1%)\nincrements of the entire Account or in a specified amount in whole dollars and,\nas of the completion of the transfer, must result in investment of one hundred\npercent (100%) of the Account. Transfers shall be effected by telephone notice\nto the Recordkeeper.\n\n         5.4 Ownership Status of Funds. The Trustee shall be the owner of record\nof the Plan assets. The Administrator shall have records maintained as of the\nValuation Date for each investment option allocating a portion of the investment\noption to each Participant who has elected that his or her Account be invested\nin such investment option. The records shall reflect each Participant's portion\nof Common Stock, Raytheon Company Class A common stock and General Motors Class\nH common stock in cash and unitized shares of stock and shall reflect each\nParticipant's portion of all other investment options as may be established by\nthe Administrator in a cash amount.\n\n         5.5 Voting Rights. Participants whose Accounts are invested in Common\nStock or Raytheon Company Class A common stock on the last business day of the\nsecond month preceding the record date (the \"Voting Eligibility Date\") for any\nmeeting of stockholders have the right to instruct the Trustee as to voting at\nsuch meeting. The number of votes is determined by dividing the value of the\nshares in the Participant's Account by the closing price of the respective\nclasses of stock on the Voting Eligibility Date. If the Trustee has not received\ninstructions from a Participant as to voting of shares within a specified time,\nthen the Trustee shall not vote those shares. If a Participant furnishes the\nTrustee with a signed vote direction card without indicating a voting choice\nthereon, the Trustee shall vote the Participant's shares as recommended by\nmanagement. In addition, each Participant shall have the right to accept or\nreject any tender or exchange offer for shares of the respective classes of\nstock. The Trustee shall vote (or tender or exchange) all combined fractional\nshares of the respective classes of stock to the extent possible in the same\nproportion as the shares which have been voted (or tendered or exchanged) by\neach Participant. Any instructions as to voting (or tender or exchange) received\nfrom an individual Participant shall be held in confidence by the Trustee and\nshall not be divulged to the Adopting Employers or to any officer or employee\nthereof or to any other person.\n\n \n                                       31\n\n         5.6      Allocation of Earnings.\n\n                  (a)(1) The Administrator, as of each Valuation Date, shall\nadjust the amounts credited to the Accounts (including Accounts for persons who\nare no longer Employees) so that the total of such Account balances equals the\nfair market value of the Trust Fund assets as of such Valuation Date. Except as\notherwise provided herein, any changes in the fair market value of the Trust\nFund assets since the preceding Valuation Date shall be charged or credited to\neach Account in the ratio that the balance in each such Account as of the\npreceding Valuation Date bears to the balances in all Accounts as of that\nValuation Date with appropriate adjustments to reflect any distributions,\nallocations or similar adjustments to such Account or Accounts since that\nValuation Date.\n\n                     (2) To the extent that separate investment funds are  \nestablished (as provided in section 5.1(a)), the adjustments required by\nsubsection (a)(1) shall be made by applying subsection (a)(1) separately for\neach such investment fund so that any changes in the net worth of each such\ninvestment fund are charged or credited to the portion of each Account invested\nin such investment fund in the ratio that the portion of each such Account\ninvested in such investment fund as of the preceding Valuation Date (reduced by\nany distributions made from that portion of such Account since that Valuation\nDate) bears to the total amount credited to such investment funds as of that\nValuation Date (reduced by distributions made from such investment fund since\nthat Valuation Date).\n\n                     (3) Interim valuations, in accordance with the foregoing\nprocedure, may be made at such time or times as the Administrator directs.\n\n                  (b) The Administrator may, in its sole discretion, direct the\nTrustee to segregate and separately invest any Trust Fund assets. If any assets\nare segregated in this fashion, the earnings or losses on such assets shall be\ndetermined apart from other Trust assets and shall be adjusted on each Valuation\nDate, or at such other times as the Administrator deems necessary, in accordance\nwith this section.\n\n                                   ARTICLE VI\n\n                                     Vesting\n\n         6.1 Elective Deferral, Employee After-Tax Contribution, Rollover\nContribution and Qualified Nonelective Contribution Accounts. Each Participant\nshall have a nonforfeitable right to all amounts in the Participant's Elective\nDeferral, Employee After-Tax Contribution, Rollover Contribution and Qualified\nNonelective Contribution Accounts.\n\n         6.2 Matching, ESOP and Employer Contribution Accounts. Except as\notherwise prescribed in Exhibit C to this Plan, each Participant shall have a\nnonforfeitable right to his or her entire Account, including the Participant's\nMatching, ESOP and Employer Contribution Accounts.\n\n \n                                       32\n\n         6.3      Forfeitures.\n\n                  (a) In the event that a Participant incurs a Severance from\nService before attaining a nonforfeitable right to his or her Matching, ESOP or\nEmployer Contributions, the Matching, ESOP or Employer Contribution Accounts\nwill be forfeited as of the first day of the month immediately following the\nearliest of: (i) the date on which the Participant incurs a Period of Severance\nof five (5) consecutive years; (ii) death; or (iii) the date on which the\nParticipant's Elective Deferral Account is distributed in accordance with\nARTICLE VIII. Forfeitures of Matching, ESOP or Employer Contributions will be\nused to reduce future contributions of the Adopting Employers to the Plan.\n\n                  (b) If, in connection with his or her Severance from Service,\na Participant received a distribution of a portion of his or her entire Account\nwhen he or she did not have a nonforfeitable right to his or her Matching, ESOP\nor Employer Contribution Account, the Matching, ESOP or Employer Contributions\nthat were forfeited, unadjusted by any subsequent gains or losses, shall be\nrestored if he or she again becomes an Employee before incurring a Period of\nSeverance of five (5) consecutive years.\n\n         6.4      Break in Service Rules\n\n                  (a) Periods of Service. In determining the length of a Period\nof Service, the Administrator shall include all Periods of Service, except the\nfollowing Periods of Service shall not be taken into account:\n\n(1) in the case of a Participant who has never had a vested account balance, the\nPeriod of Service before any Period of Severance which equals or exceeds five\n(5) consecutive years; and (2) in the case of a Participant who has had a vested\naccount balance and who has incurred a Period of Severance which equals or\nexceeds five (5) years, the Period of Service after such Period of Severance\nshall not be taken into account for purposes of determining the nonforfeitable\ninterest of such Participant in the Matching or ESOP Contributions allocated to\nhis or her Account before such Period of Severance.\n\n                  (b) Periods of Severance. In determining the length of a\nPeriod of Service, the Administrator shall include any period of time beginning\non an Employee's Severance from Service Date and ending on the date on which he\nor she is next credited with an Hour of Service, provided that such Hour of\nService is credited within the twelve- (12) consecutive month period following\nsuch Severance from Service Date.\n\n                  (c) Other Periods. In making the determinations described in\nsubsections (a) and (b) of this section, the second, third, and fourth\nconsecutive years of a Layoff (from the first anniversary of the last day paid\nto the fourth anniversary of the last day paid) and any period in excess of one\n(1) year of an Authorized Leave of Absence shall be regarded as neither a Period\nof Service nor a Period of Severance.\n\n \n                                       33\n\n                                   ARTICLE VII\n\n                             In-Service Withdrawals\n\n         7.1      Elective Deferrals and Qualified Nonelective Contributions.\n\n                  (a) Subject to the terms and conditions prescribed in section\n7.5, a Participant may withdraw all or a portion of his or her Elective Deferral\nAccount or Qualified Nonelective Contribution Account either (1) on or after\nattainment of age fifty-nine and one-half (59 1\/2), or (2) in the event of a\nhardship.\n\n                  (b) In order to be entitled to a hardship withdrawal under\nthis section, a Participant must satisfy the requirements of both subsection (c)\nand subsection (d). Whether a Participant is entitled to a withdrawal under this\nsection is to be determined by the Administrator in accordance with\nnondiscriminatory and objective standards.\n\n                  (c) (1) A Participant will be deemed to have experienced an\nimmediate and heavy financial need necessary to satisfy the requirements of this\nsubsection if the withdrawal is on account of:\n\n                          (A) medical  expenses  described in section  213(d) \nof the Code incurred by the Participant, the Participant's spouse or any\ndependents of the Participant;\n\n                          (B) the purchase (excluding mortgage payments) of a\nprincipal resident of the Participant;\n\n                          (C) payment of tuition for the next twelve (12) months\nof post-secondary education for the Participant or his or her spouse, children\nor dependents; or\n\n                          (D) the need to prevent the eviction of the \nParticipant from his or her principal residence or the foreclosure on the\nmortgage of the Participant's principal residence.\n\n                      (2) The  Administrator may, on the basis of such evidence\nit deems relevant, determine that the Participant has experienced an immediate\nand heavy financial need for reasons other than those enumerated above in this\nsubsection.\n\n                  (d)(1) A withdrawal under this subsection will be deemed\nnecessary to satisfy an immediate and heavy financial need of the Participant if\nit satisfies the requirements of this subsection. To the extent the amount of\nthe withdrawal would be in excess of the amount required to relieve the\nfinancial need of the Participant or to the extent such need may be satisfied\nfrom other resources that are reasonably available to the Participant, such\nwithdrawal shall not satisfy the requirements of this subsection. For purposes\nof this subsection, a Participant's resources shall be deemed to include those\nassets of his or her spouse or minor children that are reasonably available to\nthe Participant.\n\n \n                                       34\n\n                     (2) A withdrawal may be treated as necessary to satisfy a \nfinancial need if the Administrator reasonably relies upon the Participant's\nrepresentation that the need cannot be relieved:\n\n                        (A) through reimbursement or compensation by insurance\nor otherwise; \n\n                        (B) by reasonable liquidation of the Participant's\nassets to the extent such liquidation would not itself cause an immediate and \nheavy financial need;\n\n                        (C) by cessation of Elective Deferrals under the Plan \nfor at least twelve (12) months after receipt of the hardship withdrawal; or\n\n                        (D) by other distributions or nontaxable (at the time \nof the loan) loans from plans maintained by the Adopting Employers or by any\nother employer or by borrowing from commercial sources on reasonable commercial\nterms.\n\n                  (e) If a Participant receives a withdrawal for reasons of\nfinancial hardship, the Participant's Elective Deferrals shall be reduced to\nfour percent (4%) (or such lower percentage as the Participant shall thereafter\ndesignate), if in excess thereof as of the date of the distribution, and shall\nnot be increased during the twelve (12) months immediately subsequent to the\ndate of distribution.\n\n         7.2 Employee After-Tax Contributions. Subject to the terms and\nconditions prescribed in section 7.5, a Participant may withdraw all or a\nportion of his or her Employee After-Tax Contribution Account.\n\n         7.3 Matching Contributions and Employer Contributions. Subject to the\nterms and conditions prescribed in section 7.5, after completion of a Period of\nParticipation of five (5) years or more, a Participant may withdraw all or a\nportion of his or her Matching Contribution Account or Employer Contribution\nAccount.\n\n         7.4 Rollover Contributions. Subject to the terms and conditions  \nprescribed in section 7.5, a Participant may withdraw all or a portion of his or\nher Rollover Contribution Account.\n\n         7.5 General Terms and Conditions.  All in-service withdrawals are \nsubject to the following  terms and conditions:\n\n             (a) In-service withdrawals of less than five hundred dollars ($500)\n will not be permitted.\n\n             (b) In determining the amount of any in-service withdrawal, the\nParticipant's Account shall be valued as of the close of business on the Trade\nDay on which notice is received; provided, however, that in any case where the\nnotice is received after 4:00 p.m. Eastern Time (daylight or standard, whichever\nis in effect on the date of the call), the Account shall be valued as of the\nclose of business on the next Trade Day.\n\n \n                                       35\n\n             (c) Payment of the amount withdrawn will be made as soon as\nadministratively feasible after the effective date of the withdrawal.\n\n             (d) In-service withdrawals from a Participant's Account will\ngenerally be made in cash. However, in-service withdrawals from Accounts\ninvested in Common Stock, General Motors Class H common stock or Raytheon\nCompany Class A common stock will be made in cash or stock (with cash for\nfractional or unissued shares) as elected by the Participant.\n\n             (e) Funds for in-service withdrawals will be taken on a\npro-rata basis against the Participant's investment balances in his or her\nAccount.\n\n             (f) In-service withdrawals may not be redeposited in the Plan.\n\n             (g) The Administrator may adopt such other rules and procedures as\nit deems necessary, in its sole discretion, to properly administer the\nin-service withdrawal provisions in this ARTICLE.\n\n                                  ARTICLE VIII\n\n                            Distribution of Benefits\n\n         8.1      General.\n\n                  (a) Except as otherwise provided in Exhibit B to this Plan (or\notherwise required by section 4.5(b)), all benefits payable under this Plan\nshall be paid in the manner and at the times specified in this ARTICLE.\n\n                  (b) All payment methods and distributions shall comply with\nthe requirements of sections 401(a)(4) and 401(a)(9) of the Code and the\nregulations thereunder and, if necessary, shall be interpreted to so comply. All\ndistributions shall comply with the incidental death benefit requirement of\nsection 401(a)(9)(G) of the Code. Distributions shall comply with the\nregulations under section 401(a)(9) of the Code, including Treas. Reg.\nss.1.401(a)(9)-2. The provisions of the Plan reflecting section 401(a)(9) of the\nCode override any distribution provisions in the Plan inconsistent with section\n401(a)(9) of the Code.\n\n         8.2      Commencement of Benefits.\n\n                  (a) A Participant (or Beneficiary) shall be entitled to a\ndistribution of the nonforfeitable portion of his or her Account upon Severance\nfrom Service (or if earlier, an event described in subsections (e)(3), (4) and\n(5)).\n\n                  (b) Except as otherwise provided in this section 8.2, payment\nof benefits to a Participant (or Beneficiary) shall commence within a reasonable\nperiod of time following the Participant's Severance from Service (or if\nearlier, an event described in subsections (e)(3), (4) and (5)).\n\n \n                                       36\n\n                  (c) If the value of the nonforfeitable portion of the\nParticipant's Account exceeds the maximum amount prescribed in section\n411(a)(11) of the Code, then payment to the Participant shall not commence\nwithout the Participant's written consent, except as otherwise required by\nSection 8.2(f). Such written consent must be obtained no more than ninety (90)\ndays before the commencement of the distribution. Notwithstanding the preceding\nprovisions of this subsection (c), all distributions to a Participant's\nBeneficiary shall commence within a reasonable period of time following the\nParticipant's death (no consent of the Beneficiary is required).\n\n                  (d) Unless a Participant elects otherwise, distribution to the\nParticipant shall commence no later than sixty (60) days after the close of the\nPlan Year in which the latest of the following events occurs:\n\n                     (1) attainment by the Participant of Normal Retirement Age;\n\n                     (2) the tenth (10th) anniversary of the date on which \nParticipant commenced participation in the Plan; or\n\n                     (3) Participant's Severance from Service.\n\n                  (e) Distribution of the nonforfeitable portion of a\nParticipant's Account attributable to Elective Deferrals and Qualified\nNonelective Contributions shall generally commence in accordance with the\ngeneral provisions of this section 8.2, but in no event before the earliest of:\n\n                     (1) the Participant's Severance from Service;\n\n                     (2) the Participant's attainment of age fifty-nine\nand one-half (59 1\/2); \n\n                     (3) the termination of the Plan without establishment or\nmaintenance of another defined contribution plan (other than an employee stock\nownership plan);\n\n                    (4) the disposition of substantially all of the assets used\nby the Employer in a trade or business of the Employer but only with respect to\nan Employee who continues employment with the entity acquiring such assets;\n\n                    (5) the disposition of the Employer's interest in a  \nsubsidiary, but only with respect to an Employee who continues employment with\nsuch subsidiary.\n\n                  (f) A Participant who has attained age seventy and one-half\n(70 1\/2) and is subject to the mandatory distribution requirements of section\n401(a)(9) of the Code shall receive a lump sum distribution of his or her entire\nAccount at the time distributions must commence in order to comply with such\nrequirements. If additional amounts are allocated to such Participant's Account\nfollowing such lump sum distribution, additional lump sum distributions of his\nor her entire Account shall be made at such times any mandatory distributions\nare required to comply with section 401(a)(9) of the Code. Such payments shall\nbe made notwithstanding any contrary provisions of the Plan or election made by\nsuch Participant.\n\n \n                                       37\n\n                  (g) If a Participant dies before the time when distribution is\nconsidered to have commenced in accordance with applicable regulations, then any\nremaining nonforfeitable portion of the Participant's Account shall be\ndistributed within five (5) years after the Participant's death. If a\ndistribution is considered to have commenced in accordance with the applicable\nregulations before the Participant's death, the remaining nonforfeitable portion\nof the Participant's Account shall be distributed at least as rapidly as under\nthe method of distribution being used as of the date of the Participant's death.\n\n         8.3 Form of Distribution.\n\n                  (a) Distributions under the Plan shall be made only in the\nform of a single, lump-sum payment of the entire nonforfeitable portion of the\nParticipant's Account.\n\n                  (b) Distribution of the nonforfeitable portion of the\nParticipant's Account that is invested in Common Stock, Raytheon Company Class A\ncommon stock (if any) or General Motors Class H common stock (if any) shall be\nmade in cash or in-kind, at the election of the Participant (or Beneficiary).\nAll other distributions under the Plan shall be made in cash (or cash\nequivalent).\n\n         8.4 Determination of Amount of Distribution. In determining the amount\nof any distribution hereunder, the nonforfeitable portion of a Participant's\nAccount shall be valued as of the close of business on the Trade Day on which\nnotice is received; provided, however, that in any case where the telephone\nnotice is received after 4:00 p.m. Eastern Time (daylight or standard, whichever\nis in effect on the date of the call), the Account shall be valued as of the\nclose of business on the next Trade Day.\n\n         8.5      Direct Rollovers.\n\n                  (a) A Participant may elect that all or any portion of a\ndistribution that would otherwise be paid as an Eligible Rollover Distribution\nshall instead be transferred as a Direct Rollover.\n\n                  (b) The Administrator shall determine and apply rules and\nprocedures as it deems reasonable with respect to Direct Rollovers. The\nAdministrator may change such rules and procedures from time to time and shall\nnot be bound by any previous rules and procedures it has applied.\n\n                  (c) The following terms shall have the meanings specified:\n\n                      (1) Direct Rollover. An available distribution that is \npaid directly to an Eligible Retirement Plan for the benefit of the distributee.\n\n                      (2) Distributee. A Participant or former Participant. In\naddition, the Participant's or former Participant's Surviving Spouse or former\nspouse who is the Alternate Payee under a Qualified Domestic Relations Order, as\ndefined in section 414(p) of the Code, are Distributees with regard to the\ninterest of the spouse or former spouse.\n\n \n                                       38\n\n                      (3) Eligible Retirement Plan.  An individual retirement\naccount described in section 408(a) of the Code, an individual retirement\nannuity (other than an endowment contract) described in section 408(b) of the\nCode, a qualified trust described in section 401(a) of the Code if such\nqualified trust is part of a plan that permits acceptance of Direct Rollovers or\nan annuity plan described in section 403(a) of the Code. In the case of a Direct\nRollover for the benefit of the spouse or former spouse of a Participant, the\nterm \"Eligible Retirement Plan\" shall only include an individual retirement\naccount described in section 408(a) of the Code and an individual retirement\nannuity (other than an endowment contract) described in section 408(b) of the\nCode.\n\n                      (4) Eligible Rollover Distribution. Any distribution under\nthe Plan to a Participant, a Participant's spouse or a Participant's former\nspouse, except for the following:\n\n                          (A) Any distribution to the extent the distribution is\nrequired under section 401(a)(9) of the Code.\n\n                          (B) The portion of any distribution that is not\nincludable in gross income (determined without regard to the exclusion for net\nunrealized appreciation described in section 402(e)(4) of the Code).\n\n                          (C) Returns of elective deferrals described in Treas.\nReg. ss.1.415-6(b)(6)(iv) that are returned as a result of the limitations under\nsection 415 of the Code.\n\n                          (D) Corrective distributions of excess contributions \nand excess deferrals under qualified cash or deferred arrangements as described\nin Treas. Reg. ss.1.401(k)-1(f)(4) and ss.1.402(g)-1(e)(3), respectively, and\ncorrective distributions of excess aggregate contributions as described in\nTreas. Reg. ss.1.401(m)-1(e)(3), together with the income allocable to these\ncorrective distributions.\n\n                          (E) Loans treated as distributions under section 72(p)\nof the Code and not excepted by section 72(p)(2) of the Code.\n\n                          (F) Loans in default that are deemed distributions.\n\n                          (G) Dividends paid on employer securities as\ndescribed in section 404(k) of the Code.\n\n                          (H) The costs of life insurance coverage.\n\n                          (I) Similar items designated by the Internal Revenue \nService in revenue rulings, notices, and other guidance of general\napplicability.\n\n         8.6      Notice and Payment Elections.\n\n                  (a) The Administrator shall provide Participants or other\nDistributees of Eligible Rollover Distributions with a written notice designed\nto comply with the requirements of section 402(f) of the Code. Such notice shall\nbe provided within a reasonable period of time before making an Eligible\nRollover Distribution.\n\n \n                                       39\n\n                  (b) Any elections concerning the payment of benefits under\nthis ARTICLE shall be made on a form prescribed by the Administrator. The\nParticipant or other Distributee shall submit a completed form to the\nAdministrator at least thirty (30) days before payment is scheduled to commence,\nunless the Administrator agrees to a shorter time period. Any election made\nunder this section shall be revocable until thirty (30) days before payment is\nscheduled to commence.\n\n                  (c) An election to have payment made in a Direct Rollover\nshall only be valid if the Participant or other Distributee provides adequate\ninformation to the Administrator for the implementation of such Direct Rollover\nand such reasonable verification as the Administrator may require that the\ntransferee is an Eligible Retirement Plan.\n\n         8.7      Qualified Domestic Relations Orders.\n\n                  (a) Notwithstanding any contrary provision of the Plan,\npayments shall be made in accordance with any judgment, decree or order\ndetermined to be a Qualified Domestic Relations Order.\n\n                  (b) (1) If the Plan receives a Domestic Relations Order, the\nAdministrator shall promptly notify the Participant and each Alternate Payee of\nthe receipt of such order and of the Plan's procedures for determining whether\nsuch order is a Qualified Domestic Relations Order. The Administrator shall,\nwithin a reasonable period after receipt of such order, determine whether it is\na Qualified Domestic Relations Order and notify the Participant and each\nAlternate Payee of that determination.\n\n                      (2) During any period in which the issue of whether a \nDomestic Relations Order is a Qualified Domestic Relations Order is being\ndetermined, the Administrator shall separately account for the amounts that\nwould have been payable to the Alternate Payee during such period if the order\nhad been determined to be a Qualified Domestic Relations Order.\n\n                  (c) (1) A Domestic Relations Order meets the requirements of\nthis subsection only if such order clearly specifies the following:\n\n                          (A) the name and last known mailing address (if any) \nof the  Participant and the name and mailing address of each Alternate Payee \ncovered by the order;\n\n                          (B) the amount or the percentage of the Participant's\nbenefits to be paid by the Plan to each such Alternate Payee or the manner in\nwhich such amount or percentage is to be determined;\n\n                          (C) the number of payments or period to which such \norder applies; and\n\n                          (D) each plan to which such order applies.\n\n \n                                       40\n\n                      (2) A Domestic Relations Order meets the requirements of\nthis subsection only if such order does not:\n\n                          (A) require the Plan to provide any type or form of\nbenefit or any option not otherwise provided under the Plan;\n\n                         (B) require the Plan to provide increased benefits \n(determined on the basis of actuarial value); and\n\n                         (C) does not require the payment of benefits to an \nAlternate Payee that is required to be paid to another Alternate Payee under\nanother order previously determined to be a Qualified Domestic Relations Order.\n\n                  (d) A domestic relations order shall not be treated as failing\nto meet the requirements of section 8.7(c)(2)(A) solely because such order\nrequires that payment of benefits be made to an Alternate Payee:\n\n                      (1) in the case of any payment before a Participant has \nseparated from service, on or after the date on which the Participant attains\n(or would have attained) the Earliest Retirement Date;\n\n                      (2) as if the Participant had retired on the date on\nwhich such payment is to begin under such order (but taking into account only\nthe present value of the benefits actually accrued and not taking into account\nthe present value of any employer subsidy for early retirement); and\n\n                      (3) in any form in which such benefits may be paid under\nthe Plan to the Participant (other than in the form of a qualified joint and\nsurvivor annuity with respect to the Alternate Payee and his or her subsequent\nspouse).\n\n                  (e) A domestic relations order shall not be treated as failing\nto meet the requirements of section 8.7(c)(2)(A) solely because such order\nrequires that payment of benefits be made to an Alternate Payee at a date before\nthe Participant is entitled to receive a distribution. Such distribution shall\nbe made to such Alternate Payee notwithstanding any contrary provision of the\nPlan.\n\n                  (f) The following terms shall have the meanings specified:\n\n                      (1) Alternate Payee. Any spouse, former spouse, child or \nother dependent of a Participant who is recognized by a Domestic Relations Order\nas having a right to benefits under the Plan with respect to such Participant.\n\n                     (2) Domestic Relations Order.  A judgment, decree or order\nrelating to child support, alimony or marital property rights, as defined in\nsection 414(p)(1)(B) of the Code.\n\n                     (3) Earliest Retirement Date. The earlier of:\n\n                         (A) the date on which the  Participant is entitled to \na distribution under the Plan; or\n\n \n                                       41\n\n                         (B) the later of:\n\n                             (i) the date the Participant attains age fifty\n(50); or\n\n                             (ii) the earliest date on which the Participant \ncould begin receiving benefits under the Plan if the Participant separated \nfrom service.\n\n                     (4) Qualified Domestic Relations Order. A Domestic \nRelations Order that satisfies the requirements of subsection (c) and section\n414(p)(1)(A) of the Code.\n\n                  (g) If an Alternate Payee entitled to payment under this\nsection is the spouse or former spouse of a Participant and payment will\notherwise be made in an Eligible Rollover Distribution, then such spouse or\nformer spouse may elect that all, or any portion, of such payment shall instead\nbe transferred as a Direct Rollover. Such Direct Rollover shall be governed by\nthe requirements of section 8.5.\n\n                  (h) If a Domestic Relations Order directs that payment be made\nto an Alternate Payee before the Participant's Earliest Retirement Date and such\nDomestic Relations Order otherwise qualifies as a Qualified Domestic Relations\nOrder, then the Domestic Relations Order shall be treated as a Qualified\nDomestic Relations Order and such payment shall be made to the Alternate Payee,\neven though the Participant is not entitled to receive a distribution under the\nPlan because he or she continues to be an Employee of the Employer.\n\n                  (i) This section shall be interpreted and administered in \naccordance with section 414(p) of the Code.\n\n         8.8      Designation of Beneficiary.\n\n                  (a) A Participant may designate a Beneficiary (including\nsuccessive or contingent Beneficiaries) in accordance with this section 8.8.\nSuch designation shall be on a form prescribed by the Administrator, may include\nsuccessive or contingent Beneficiaries, shall be effective upon receipt by the\nAdministrator and shall comply with such additional conditions and requirements\nas the Administrator shall prescribe. The interest of any person as Beneficiary\nshall automatically cease on his or her death and any further payments from the\nPlan shall be made to the next successive or contingent Beneficiary.\n\n                  (b) A Participant may change his or her Beneficiary\ndesignation from time to time, without the consent or knowledge of any\npreviously designated Beneficiary, by filing a new Beneficiary designation form\nwith the Administrator in accordance with subsection (a).\n\n                  (c) If a Participant dies without a designated Beneficiary\nsurviving, the person or persons in the following class of successive\nbeneficiaries surviving, any testamentary devise or bequest to the contrary\nnotwithstanding, shall be deemed to be the Participant's Beneficiary: the\nParticipant's (1) spouse, (2) children and issue of deceased children by right\n\n \n                                       42\n\nof representation, (3) parents, (4) brothers and sisters and issue of deceased\nbrothers and sisters by right of representation, or (5) executors or\nadministrators. If no Beneficiary can be located during the period of seven (7)\nyears from the date of death, the Participant's Account shall be treated in the\nsame manner as a forfeiture under section 6.3(a).\n\n                  (d) Notwithstanding the foregoing provisions of this section,\nif a Participant is married at the time of his or her death, such Participant\nshall be deemed to have designated his or her surviving spouse as Beneficiary,\nunless such Participant has filed a Beneficiary designation under subsection (a)\nand such spouse has consented in writing to the election (acknowledging the\neffect of the election and specifically acknowledging the nonspouse Beneficiary)\nand such consent was witnessed by either the Administrator (or its delegate) or\na notary public. Such consent shall not be required if the Participant does not\nhave a spouse or the spouse cannot be located. Such consent shall not be\nrequired if the Participant is legally separated from his or her spouse or the\nParticipant has been abandoned (under applicable local law) and the Participant\nhas a court order to such effect, unless a Qualified Domestic Relations Order\nprovides otherwise. If the Participant's spouse is legally incompetent to give\nconsent, the spouse's legal guardian (even if the guardian is the Participant)\nmay give consent.\n\n         8.9      Lost Participant or Beneficiary.\n\n                  (a) All Participants and Beneficiaries shall have the\nobligation to keep the Administrator informed of their current address until\nsuch time as all benefits due have been paid.\n\n                  (b) If any amount is payable to a Participant or Beneficiary\nwho cannot be located to receive such payment, such amount may, at the\ndiscretion of the Administrator, be forfeited; provided, however, that if such\nParticipant or Beneficiary subsequently claims the forfeited amount, it shall be\nreinstated and paid to such Participant or Beneficiary. Such reinstatement may,\nin the Administrator's sole discretion, be made from contributions by one or\nmore Adopting Employers, forfeitures or Trust earnings, and shall be treated as\na special allocation that supersedes the normal allocation rules.\n\n                  (c) If the Administrator has not, after due diligence, located\na Participant or Beneficiary who is entitled to payment within three (3) years\nafter the Participant's Severance from Service, then, at the discretion of the\nAdministrator, such person may be presumed deceased for purposes of this Plan.\nAny such presumption of death shall be final, conclusive and binding on all\nparties.\n\n         8.10 Payments to Incompetents. If a Participant or Beneficiary entitled\nto receive any benefits hereunder is adjudicated to be legally incapable of\ngiving valid receipt and discharge for such benefits, the benefits may be paid\nto the duly authorized personal representative of such Participant or\nBeneficiary.\n\n \n                                       43\n\n         8.11 Offsets. Any transfers or payments made from a Participant's\nAccount to a person other than the Participant pursuant to the provisions of\nthis Plan shall reduce the Participant's Account and offset any amounts\notherwise due to such Participant. Such transfers or payments shall not be\nconsidered a forfeiture for purposes of the Plan.\n\n         8.12 Income Tax Withholding. To the extent required by section 3405 of\nthe Code, distributions and withdrawals from the Plan shall be subject to\nfederal income tax withholding.\n\n                                   ARTICLE IX\n\n                                      Loans\n\n         9.1 Availability of Loans. Participants may borrow against all or a\nportion of the nonforfeitable balance in the Participant's Account, subject to\nthe limitations set forth in this ARTICLE. Participants who have incurred a\nSeverance from Service will not be eligible for a Plan loan.\n\n         9.2 Minimum Amount of Loan.  No loan of less than five hundred dollars \n($500) will be permitted.\n\n         9.3 Maximum Amount of Loan. No loan in excess of fifty percent (50%) of\nthe Participant's nonforfeitable Account balance will be permitted. In addition,\nlimits imposed by the Internal Revenue Code and any other requirements of\napplicable statute or regulation will be applied. Under the current requirements\nof the Internal Revenue Code, a loan cannot exceed the lesser of one-half (1\/2)\nof the value of the Participant's nonforfeitable Account balance or fifty\nthousand dollars ($50,000) reduced by the excess of (a) the highest outstanding\nbalance of loans from the Plan during the one-year period ending on the day\nbefore the date on which such loan was made over (b) the outstanding balance of\nloans from the Plan on the date on which such loan was made.\n\n         9.4  Effective Date of Loans.  Loans will be effective as specified in\nthe  Administrator's rules then in effect.\n\n         9.5 Repayment Schedule. The Participant may select a repayment schedule\nof one, two, three, four or five (1, 2, 3, 4 or 5) years. If the loan is used to\nacquire any dwelling which, within a reasonable time is to be used (determined\nat the time the loan is made) as the principal residence of the Participant, the\nrepayment period may be extended up to fifteen (15) years at the election of the\nParticipant. All repayments will be made through payroll deductions in\naccordance with the loan agreement executed at the time the loan is made, except\nthat, in the event of the sale of all or a portion of the business of the\nEmployer or one of the Adopting Employers, or other unusual circumstances, the\nAdministrator, through uniform and equitable rules, may establish other means of\nrepayment. The loan agreement will permit repayment of the entire outstanding\nbalance in one lump-sum and the repayment of any portion of the outstanding\nbalance at any time (with appropriate adjustment to the remaining payment\nschedule as determined by the Administrator, in its sole discretion, on a\nuniform and nondiscriminatory basis). The repayment schedule shall provide for\nsubstantially level amortization of the loan. Loan repayments will be suspended\nunder this Plan as permitted under section 414(u) of the Code.\n\n \n                                       44\n\n         9.6 Limit on Number of Loans. Except as otherwise provided herein, no\nmore than two (2) loans may be outstanding at any time. If a Participant has\nmore than two (2) loans outstanding on January 1, 1999, or thereafter on account\nof a transfer of assets from another plan in accordance with section 4.5, the\nParticipant may not obtain a new loan until he or she has less than two (2)\nloans outstanding. The Administrator may, notwithstanding the foregoing\nprovisions, alter the requirements of this section 9.6, or sections 9.3 or 9.5.\n\n         9.7 Interest Rate. The interest rate for a loan pursuant to this\nARTICLE will be equal to the prime rate published in The Wall Street Journal on\nthe first business day in December, March, June and September of each year. The\nrate published on the first business day in December will apply to loans which\nare made at any time during the period January 1 through March 31; the rate\npublished on the first business day of March will apply to loans which are made\nat any time during the period April 1 through June 30; the rate published on the\nfirst business day in June will apply to loans which are made at anytime during\nthe period July 1 through September 30; the rate published on the first business\nday in September will apply to loans which are made at any time during the\nperiod October 1 through December 31. For purposes of this section 9.7, a loan\nis considered to be made when the loan proceeds are made available to the\nParticipant.\n\n         9.8 Effect Upon Participant's Account. Upon the granting of a loan to a\nParticipant by the Administrator, the allocations in the Participant's Account\nto the respective investment funds will be reduced on a pro rata basis and\nreplaced by the loan balance which will be designated as an asset in the\nAccount. Such reduction shall be effected by reducing the Participant's Account\nin the following sequence, with no reduction of the succeeding Accounts until\nprior Accounts have been exhausted by the loan: Matching Contribution Account;\nElective Deferral Account; ESOP Contribution Account, Rollover Contribution\nAccount; and Employee After-Tax Contribution Account. Upon repayment of the\nprincipal and interest, the loan balance will be reduced, the Participant\nAccounts will be increased in the reverse order in which they were exhausted by\nthe loan, and the loan payments will be allocated to the respective investment\nfunds in accordance with the investment election then in effect.\n\n         9.9 Effect of Severance From Service and Nonpayment. In the event that\na loan remains outstanding upon the Severance from Service of a Participant, the\nParticipant will be given the option of continuing to repay the outstanding\nloan. In any case where payments on the outstanding loan are not made within\nninety (90) days of the Participant's Severance from Service Date, the amount of\nany unpaid principal will be deducted from the Participant's account and\nreported as a distribution. If, as a result of layoff or Authorized Leave of\nAbsence, a Participant, although still in a Period of Service, is not being\ncompensated through the Employer's payroll system, loan payments will be\nsuspended until the earliest of the first pay date after the Participant returns\nto active employment with the Employer, the Participant's Severance from Service\nDate, or the expiration of twelve (12) months from the date of the suspension.\nIn the event the Participant does not return to active employment with the\nEmployer, the Participant will be given the option of continuing to repay the\noutstanding loan. If the Participant fails to resume payments on the loan, the\noutstanding loan will be reported as a taxable distribution. In no event,\nhowever, shall the loan be deducted from the Participant's Account earlier than\nthe date on which the Participant (i) incurs a Severance from Service, or (ii)\nattains age fifty-nine and one-half (59 1\/2).\n\n \n                                       45\n\n                                 ARTICLE X\n\n                      Contribution and Benefit Limitations\n\n         10.1 Contribution Limits.\n\n              (a) The Annual Additions that may be allocated to a\nParticipant's Account for any Limitation Year shall not exceed the lesser of:\n\n                  (1) thirty thousand dollars ($30,000); or\n\n                  (2) twenty-five percent (25%) of the Participant's \nCompensation for that Limitation Year.\n\n              (b) If the Employer maintains any other Defined Contribution\nPlans then the limitations in subsection (a) shall be computed with reference to\nthe aggregate Annual Additions for each Participant from all such Defined\nContribution Plans.\n\n              (c) If the Annual Additions for a Participant would exceed the\nlimits specified in this section, then the Annual Additions under this Plan for\nthat Participant shall be reduced to the extent necessary to prevent such limits\nfrom being exceeded. Such reduction shall be made in accordance with section\n10.4.\n\n         10.2  Overall Limits.\n\n               (a) With respect to Limitation Years beginning before January 1,\n2000, if a Participant is participating in both a Defined Contribution Plan\nand a Defined Benefit Plan of the Employer, then the sum of the Defined\nContribution Fraction and the Defined Benefit Fraction for any Limitation Year\nshall not exceed 1.0.\n\n               (b) If the sum of the Defined Contribution Fraction and the\nDefined Benefit Fraction would exceed 1.0, then the annual benefits under the\nDefined Benefit Plan shall be reduced to the extent necessary so that the sum of\nsuch fractions does not exceed 1.0.\n\n         10.3 Annual Adjustments to Limits. The dollar limits for Annual\nAdditions and the dollar limits in the Defined Benefit Fraction and Defined\nContribution Fraction shall be adjusted for cost-of-living to the extent\npermitted under section 415 of the Code.\n\n         10.4 Excess Amounts.\n\n              (a) The foregoing limits shall be limits on the allocation\nthat may be made to a Participant's Account in any Limitation Year. If an excess\nAnnual Addition would otherwise result from allocation of forfeitures,\nreasonable errors in determining Compensation or other comparable reasons, then\nthe Administrator may take any (or all) of the following steps to prevent the\nexcess Annual Additions from being allocated:\n\n \n                                       46\n\n                  (1) return any contributions from the Participant, as long as\nsuch return is nondiscriminatory;\n\n                  (2) hold the excess amounts unallocated in a suspense account\nand apply the balance of the suspense account against Matching or ESOP\nContributions for that Participant made in succeeding years;\n\n                  (3) hold the excess amounts unallocated in a suspense account\nand apply the balance of the suspense account against succeeding year Matching\nor ESOP Contributions;\n\n                  (4) reallocate the excess amounts to other Participants.\n\n              (b) Any suspense account established under this section shall\nnot be credited with income or loss unless otherwise directed by the\nAdministrator. If a suspense account under this section is to be applied in a\nsubsequent Limitation Year, then the amounts in the suspense account shall be\napplied before any Annual Additions (other than forfeitures) are made for such\nLimitation Year.\n\n         10.5 Definitions.\n\n              (a) The following terms shall have the meanings specified:\n\n                  (1) Annual  Addition.  The sum for any Limitation Year of\nadditions (not including Rollover Contributions) to a Participant's Account as\na result of:\n\n                      (A) Employer contributions (including Matching \nContributions, ESOP Contributions, Qualified Nonelective Contributions and\nElective Deferrals);\n\n                      (B) Employee contributions;\n\n                      (C) forfeitures; and\n\n                      (D) amounts described in Code sections 415(l)(1) and \n419A(d)(2).\n\n                  (2)(A) Defined Benefit Fraction.  A fraction, the numerator \nof which is the Projected Annual Benefit of the Participant under all Defined\nBenefit Plans of the Employer (determined as of the close of the Limitation\nYear) and the denominator of which is the Projected Annual Benefit the\nParticipant would have under such plans (determined as of the close of the\nLimitation Year) if such plans provided an annual benefit equal to the lesser\nof:\n\n                         (i) the product of 1.25 multiplied by ninety thousand \ndollars ($90,000); or\n\n                         (ii) the product of 1.4  multiplied by one hundred \npercent (100%) of the Participant's average Compensation for the Participant's\nthree (3) consecutive Years of Service that produce the highest average\nCompensation.\n\n \n                                       47\n\n                     (B) For purposes of determining the Defined Benefit \nFraction of a Participant (i) who was employed by an Adopting Employer on\nDecember 18, 1997 and immediately prior thereto was employed by General Motors\nCorporation or one of its affiliates or (ii) who transferred to an Adopting\nCompany from General Motors Corporation or one of its affiliates after such date\nand before December 1, 1998, service for and Compensation received from General\nMotors Corporation and its affiliates, if any, shall be taken into account, and\nthe Projected Annual Benefit under any Defined Benefit Plan of the Employer\nshall not be reduced as a result of the transfer of any assets or liabilities\nfrom a Defined Benefit Plan maintained by General Motors Corporation and its\naffiliates.\n\n                  (3) Defined Benefit Plan.  Any plan qualified under section\n401(a) of the Code that is not a Defined Contribution Plan.\n\n                  (4)(A) Defined Contribution Fraction.  A fraction, the \nnumerator of which is the sum of the Annual Additions to the Participant's\nAccounts as of the close of the Limitation Year, and the denominator of which is\nequal to the sum of the lesser of the following amounts determined for such\nLimitation Year and for each prior year of service with the Employer:\n\n                         (i) the product of 1.25  multiplied by thirty thousand\ndollars ($30,000); or\n\n                        (ii) the product of 1.4  multiplied by twenty-five \npercent (25%) of the Participant's Compensation.\n\n                       (B) For purposes of determining the Defined Contribution\nFraction of a Participant, services performed for, Compensation paid by and\nAnnual Additions made by General Motors Corporation or any of its affiliates\nshall not be taken into account.\n\n                  (5) Defined Contribution Plan. A plan qualified under section\n401(a) of the Code that provides an individual account for each Participant and\nbenefits based solely on the amount contributed to the Participant's Account,\nplus any income, expenses, gains and losses, and forfeitures of other\nParticipants which may be allocated to such Participant's account.\n\n                  (6) Limitation Year. The Plan Year, until the Employer adopts\na different Limitation Year.\n\n                  (7) Projected Annual Benefit. The annual benefit to which a \nParticipant would be entitled, assuming:\n\n                      (A) the Participant continues in employment until Normal\nRetirement Age under the Plan;\n\n                      (B) the Participant's Compensation for the Limitation \nYear remains the same until such Normal Retirement Age; and\n\n \n                                       48\n\n                       (C) all other relevant factors under the Plan for the \nLimitation Year will remain constant.\n\n                  (b) For purposes of this ARTICLE, the term \"Compensation\"\nshall mean all amounts paid to an Employee for personal service actually\nrendered to the Employer, including, but not limited to, wages, salary,\ncommissions, bonuses, overtime and other premium pay as specified in Reg. ss.\n1.415-2(d)(2), but excluding deferred compensation, stock options, and other\ndistributions that receive special tax treatment as specified in Reg. ss.\n1.415-2(d)(3). For Plan Years beginning after 1997, Compensation for this\npurpose will include salary reduction amounts under section 125 cafeteria plans\nand section 401(k), 403(b) and 457 plans. This definition shall be interpreted\nin a manner consistent with the requirements of section 415 of the Code.\n\n                                   ARTICLE XI\n\n                                 Top-Heavy Rules\n\n         11.1 General. This ARTICLE shall only be applicable if the Plan becomes\na Top-Heavy Plan under section 416 of the Code. If the Plan does not become a\nTop-Heavy Plan, then none of the provisions of this ARTICLE shall be operative.\nThe provisions of this ARTICLE shall be interpreted and applied in a manner\nconsistent with the requirements of section 416 of the Code and the regulations\nthereunder.\n\n         11.2  Vesting.\n\n               (a) If the Plan becomes a Top-Heavy Plan, then amounts in a\nParticipant's Account attributable to Matching and ESOP Contributions shall be\nvested in accordance with this section, in lieu of ARTICLE VI, to the extent\nthis section produces a greater degree of vesting. This section shall only apply\nto Participants who have at least an Hour of Service after the Plan becomes a\nTop-Heavy Plan.\n\n               (b) If applicable, amounts in a Participant's Account\nattributable to Matching and ESOP Contributions shall vest as follows:\n\n                       Years of\n                   Top Heavy Service         Vested Percentage\n\n                      Fewer than 3                    0%\n                       3 or more                    100%\n\n                  (c) If the Plan ceases to be a Top-Heavy Plan then subsection\n(b) shall no longer be applicable; provided, however, that in no event shall the\nvested percentage of any Participant be reduced by reason of the Plan ceasing to\nbe a Top-Heavy Plan. Subsection (b) shall nevertheless continue to apply for any\nParticipant who was previously covered by it and who has at least three (3)\nYears of Top-Heavy Service.\n\n \n                                       49\n\n         11.3     Minimum Contribution.\n\n                  (a) For each Plan Year that the Plan is a Top-Heavy Plan, the\nAdopting Employers shall make a contribution to be allocated directly to the\nAccount of each Non-Key Employee.\n\n                  (b) The amount of the contribution (and forfeitures) required\nto be contributed and allocated for a Plan Year by this section is three percent\n(3%) of the Top-Heavy Compensation for that Plan Year of each Non-Key Employee\nwho is both a Participant and an Employee on the last day of the Plan Year for\nwhich the contribution is made, with adjustments as provided herein. If the\ncontributions (other than Rollover Contributions) allocated to the Accounts of\neach Key Employee for a Plan Year are less than three percent (3%) of his or her\nTop-Heavy Compensation, then the contribution required by the preceding sentence\nshall be reduced for that Plan Year to the same percentage of Top-Heavy\nCompensation that was allocated to the Account of the Key Employee whose Account\nreceived the greatest allocation of contributions (other than Rollover\nContributions) for that Plan Year, when computed as a percentage of Top-Heavy\nCompensation.\n\n                  (c) The contribution required by this section shall be reduced\nfor a Plan Year to the extent of any ESOP or Qualified Nonelective Contributions\nmade and allocated under this Plan or any other contributions (as permitted\nunder section 416 of the Code and the regulations thereunder; including, but not\nlimited to, Matching Contributions that are not needed to satisfy the limits\nprescribed in section 4.8) from the Adopting Employers made and allocated under\nany other Aggregated Plans.\n\n         11.4 Definitions.\n\n              (a) The following terms shall have the meanings specified herein:\n\n                  (1) Aggregated Plans.\n\n                      (A) The Plan, any plan that is part of a \"required\naggregation group\" and any plan that is part of a \"permissive aggregation group\"\nthat the Adopting Employers treat as an Aggregated Plan.\n\n                      (B) The \"required aggregation group\" consists of each plan\nof the Adopting Employers in which a Key Employee participates (in the Plan Year\ncontaining the Determination Date or any of the four (4) preceding Plan Years)\nand each other plan of the Adopting Employers which enables any plan of the\nAdopting Employers in which a Key Employee participates to meet the requirements\nof section 401(a)(4) or section 410(b) of the Code. Also included in the\nrequired aggregation group shall be any terminated plan that covered a Key\nEmployee and was maintained within the five (5) year period ending on the\nDetermination Date.\n\n                      (C) The \"permissive aggregation group\" consists of any \nplan not included in the \"required aggregation group\" if the Aggregated Plan\ndescribed in subparagraph (A) above would continue to meet the requirements of\nsection 401(a)(4) and 410 of the Code with such additional plan being taken into\naccount.\n\n \n                                       50\n\n                  (2) Determination Date. The last day of the preceding Plan \nYear, or, in the case of the first plan year of any plan, the last day of such\nplan year. The computations made on the Determination Date shall utilize\ninformation from the immediately preceding Valuation Date.\n\n                  (3) Key Employee.\n\n                      (A) An Employee (or former Employee) who, at any time \nduring the Plan Year containing the Determination Date or any of the four (4)\npreceding Plan Years, is:\n\n                          (i) An officer of one of the Adopting Employers with\nannual Top-Heavy Compensation for the Plan Year greater than fifty percent (50%)\nof the amount in effect under section 415(c)(1)(A) of the Code for the calendar\nyear in which that Plan Year ends;\n\n                          (ii) one of the ten (10) Employees owning (or \nconsidered as owning under section 318 of the Code) the largest interest in one\nof the Adopting Employers, who has more than one-half of one percent (.5%)\ninterest in such Adopting Employer, and who has annual Top-Heavy Compensation\nfor the Plan Year at least equal to the maximum dollar limitation under section\n415(c)(1)(A) of the Code for the calendar year in which that Plan Year ends;\n\n                         (iii) a five percent (5%) or greater shareholder in \none of the Adopting Employers; or\n\n                         (iv) a one percent (1%) shareholder in one of the\nAdopting Employers with annual Top-Heavy Compensation from the Adopting Employer\nof more than one hundred fifty thousand dollars ($150,000).\n\n                      (B) For purposes of paragraphs (3)(A)(iii) and (3)(A)(iv),\nthe rules of section 414(b), (c) and (m) of the Code shall not apply.\nBeneficiaries of an Employee shall acquire the character of such Employee and\ninherited benefits will retain the character of the benefits of the Employee who\nperformed services.\n\n                  (4) Non-Key Employee.  Any Employee who is not a Key Employee.\n\n                  (5) Super Top-Heavy Plan. A Top-Heavy Plan in which the sum o\nthe present value of the cumulative accrued benefits and accounts for Key\nEmployees exceeds ninety percent (90%) of the comparable sum determined for all\nEmployees. The foregoing determination shall be made in the same manner as the\ndetermination of a Top-Heavy Plan under this section.\n\n                  (6) Top-Heavy Compensation. The term Top-Heavy Compensation\nshall have the same meaning as the term Compensation has under section 10.5(b).\n\n                  (7) Top-Heavy Plan. The Plan is a Top-Heavy Plan for a Plan \nYear if, as of the Determination Date for that Plan Year, the sum of (i) the\npresent value of the cumulative accrued benefits for Key Employees under all\nDefined Benefit Plans that are Aggregated Plans and (ii) the aggregate of the\naccounts of Key Employees under all Defined Contribution Plans that are\nAggregated Plans exceeds sixty percent (60%) of the comparable sum determined\nfor all Employees.\n\n \n                                       51\n\n                  (8) Years of Top-Heavy Service. The number of Years of Service\nwith the Adopting Employers that might be counted under section 411(a) of the\nCode, disregarding all service that may be disregarded under section 411(a)(4)\nof the Code.\n\n              (b) The definitions in this section and the provisions of this\nARTICLE shall be interpreted in a manner consistent with section 416 of the\nCode.\n\n         11.5 Special Rules.\n\n              (a) For purposes of determining the present value of the\ncumulative accrued benefit for any Participant or the amount of the Account of\nany Participant, such present value or amount shall be increased by the\naggregate distributions made with respect to such Participant under the Plan\nduring the Plan Year that includes the Determination Date and the four (4)\npreceding Plan Years (if such amounts would otherwise have been omitted).\n\n              (b)(1) In the case of unrelated rollovers and transfers, (i)\nthe plan making the distribution or transfer is to count the distribution as a\ndistribution under section 416(g)(3) of the Code, and (ii) the plan accepting\nthe rollover or transfer is not to consider the rollover or transfer as part of\nthe accrued benefit if such rollover or transfer was accepted after December 31,\n1983, but is to consider it as part of the accrued benefit if such rollover or\ntransfer was accepted before January 1, 1984. For this purpose, rollovers and\ntransfers are to be considered unrelated if they are both initiated by the\nEmployee and made from a plan maintained by one employer to a plan maintained by\nanother employer.\n\n                 (2) In the case of related rollovers and transfers, the plan \nmaking the distribution or transfer is not to count the distribution or transfer\nunder section 416(g)(3) of the Code, and the plan accepting the rollover or\ntransfer counts the rollover or transfer in the present value of the accrued\nbenefits. For this purpose, rollovers and transfers are to be considered related\nif they are not unrelated under subsection (b)(1).\n\n              (c) If any individual is a Non-Key Employee with respect to\nany plan for any Plan Year, but such individual was a Key Employee with respect\nto such plan for any prior Plan Year, any accrued benefit for such Employee (and\nthe account of such Employee) shall not be taken into account.\n\n              (d) Beneficiaries of Key Employees and former Key Employees\nare considered to be Key Employees and Beneficiaries of Non-Key Employees and\nformer Non-Key Employees are considered to be Non-Key Employees.\n\n              (e) The accrued benefit of an Employee who has not performed\nany service for the Adopting Employer maintaining the Plan at any time during\nthe five (5) year period ending on the Determination Date is excluded from the\ncalculation to determine top-heaviness. However, if an Employee performs no\nservices, such Employee's total accrued benefit is included in the calculation\nfor top-heaviness.\n\n \n                                       52\n\n         11.6 Adjustment of Limitations.\n\n              (a) If this section is applicable, then the contribution and\nbenefit limitations in section 10.5 shall be reduced. Such reduction shall be\nmade by modifying section 10.5(a)(2)(A) of the definition of Defined Benefit\nFraction to instead be \"(i) the product of 1.0 multiplied by ninety thousand\ndollars ($90,000), or\" and by modifying section 10.5(a)(4)(A) of the definition\nof Defined Contribution Fraction to instead be \"(i) the product of 1.0\nmultiplied by thirty thousand dollars ($30,000), or\".\n\n              (b) This section shall be applicable for any Plan Year in which \neither:\n\n                   (1) the Plan is a Super Top-Heavy Plan, or  \n\n                   (2) the Plan both is a Top-Heavy Plan (but not a Super \nTop-Heavy Plan) and provides contributions (other than Rollover Contributions\nand forfeitures to the Account of any Non-Key Employee in an amount less than\nfour percent (4%) of such Participant's Top-Heavy Compensation, as determined in\naccordance with section 11.3(b).\n\n                                 ARTICLE XII\n\n                                 The Trust Fund\n\n         12.1 Trust. During the period in which this Plan remains in existence,\nthe Company or any successor thereto shall maintain in effect a Trust with a\ncorporation and\/or an individual(s) as Trustee, to hold, invest, and distribute\nthe Trust Fund in accordance with the terms of such Trust.\n\n         12.2 Investment of Accounts. The Trustee shall invest and reinvest the\nParticipant's accounts in the investment options available under the Plan in\naccordance with ARTICLE V, as directed by the Administrator or its delegate. The\nAdministrator shall issue such directions in accordance with the investment\noptions selected by the Participants which shall remain in force until altered\nin accordance with Article V.\n\n         12.3 Expenses. Expenses of the Plan and Trust shall be paid from the\nTrust.\n\n         12.4 Acquisition Loans. With respect to the ESOP Portion of the Plan,\nthe Administrator may direct the Trustee to incur Acquisition Loans from time to\ntime to finance the acquisition of Common Stock or to repay a prior Acquisition\nLoan. An Acquisition Loan shall be for a specific term, shall bear a reasonable\nrate of interest, and shall not be payable on demand except in the event of\ndefault. Acquisition loans may be secured by the pledge of the Financed Shares\nso acquired (or acquired with the proceeds of a prior Acquisition Loan which is\nbeing refinanced). No other Trust assets may be pledged as collateral for an\nAcquisition Loan, and no lender shall have recourse against Trust assets other\nthan any Financed Shares remaining subject to pledge. If the lender is a party\nin interest (as defined in ERISA), the Acquisition Loan must provide for a\ntransfer of Trust assets on default only upon and to the extent of the failure\n\n \n                                       53\n\nof the Trust to meet the payment schedule of the Acquisition Loan. Any pledge of\nFinanced Shares must provide for the release of the shares so pledged as\npayments on the Acquisition Loan are made by the Trustee, and such Financed\nShares are allocated to Participants' ESOP Contribution Accounts under Article\nIV. Payments of principal and\/or interest on an Acquisition Loan shall be made\nby the Trustee (as directed by the Administrator) only from Employer\ncontributions paid in cash to enable the Trust to repay such Acquisition Loan,\nfrom earnings attributable to such Employer contributions, and from any cash\ndividends received by the Trust on such Financed Shares. Except as required by\nsection 409(h) of the Code and by Treasury Regulations sections 54.4975(b)(9),\n(10), or as otherwise required by applicable law, no Financed Shares may be\nsubject to a put, call or other option, or a buy-sell or similar arrangement\nwhile held by, or distributed from, the Plan, whether or not the ESOP Portion of\nthe Plan is an employee stock ownership plan, within the meaning of section\n4975(e)(7) of the Code at the time.\n\n         12.5 Sale of Common Stock. With respect to the ESOP Portion of the\nPlan, subject to the approval of the Senior Vice President of Human Resources of\nthe Company or other officer authorized by the Board of Directors to give such\napproval, the Administrator may direct the Trustee to sell shares of Common\nStock to any person, including the Company and any Affiliates, provided such\nsale must be made at a price not less favorable to the Plan than fair market\nvalue. In the event that the Trustee is unable to make payments of principal\nand\/or interest on an Acquisition Loan when due, the Administrator may direct\nthe Trustee to sell any Financed Shares that have not yet been allocated to\nParticipants' ESOP Contribution Accounts or to obtain an Acquisition Loan in an\namount sufficient to make such payments.\n\n                                  ARTICLE XIII\n\n                           Administration of The Plan\n\n         13.1 General Administration. The general administration of the Plan\nshall be the responsibility of the Company (or any successor thereto) which\nshall be the Administrator and named Fiduciary for purposes of ERISA. The\nCompany shall have the authority, in its sole discretion, to construe the terms\nof the Plan and to make determinations as to eligibility for benefits and as to\nother issues within the \"Responsibilities of the Administrator\" described in\nthis ARTICLE. All such determinations of the Company shall be conclusive and\nbinding on all persons.\n\n         13.2 Responsibilities of the Administrator. Except as otherwise\nprovided in ERISA, the Administrator (and any other named Fiduciaries) may\nallocate any duties and responsibilities under the Plan and Trust among\nthemselves in any mutually agreed upon manner. Such allocation shall be in a\nwritten document signed by the Administrator (and any other named Fiduciaries)\nand shall specifically set forth this allocation of duties and responsibilities,\nwhich may include the following:\n\n                  (a) Determination of all questions which may arise under the\nPlan with respect to questions of fact and law, including without limitation\neligibility for participation, administration of Accounts, membership, vesting,\nloans, withdrawals, accounting, status of Accounts, stock ownership and voting\nrights, and any other issue requiring interpretation or application of the Plan.\n\n \n                                       54\n\n                  (b) Establishment of procedures required by the Plan, such as\nnotification to Employees as to joining the Plan, selecting and changing\ninvestment options, suspending deferrals, exercising voting rights in stock,\nwithdrawing and borrowing Account balances, designation of Beneficiaries,\nelection of method of distribution, and any other matters requiring a uniform\nprocedure.\n\n                  (c) Submission of necessary amendments to supplement omissions\nfrom the Plan or reconcile any inconsistency therein.\n\n                  (d) Filing appropriate reports with the government as required\nby law. \n\n                  (e) Appointment of a Trustee or Trustees, Recordkeepers, and \ninvestment managers. \n\n                  (f) Review at appropriate intervals of the performance of the\nTrustee and such investment managers as may have been designated.\n\n                  (g) Appointment of such additional Fiduciaries as deemed\nnecessary for the effective administration of the Plan, such appointments to be\nby written instrument.\n\n         13.3 Liability for Acts of Other Fiduciaries. Each Fiduciary shall be\nresponsible only for the duties allocated or delegated to said Fiduciary, and\nother Fiduciaries shall not be liable for any breach of fiduciary responsibility\nwith respect to any act or omission of any other Fiduciary unless:\n\n                  (a) The Fiduciary knowingly participates in or knowingly\nattempts to conceal the act or omission of such other Fiduciary and knows that\nsuch act or omission constitutes a breach of fiduciary responsibility by the\nother Fiduciary;\n\n                  (b) The Fiduciary has knowledge of a breach of fiduciary\nresponsibility by the other Fiduciary and has not made reasonable efforts under\nthe circumstances to remedy the breach; or\n\n                  (c) The Fiduciary's own breach of his or her specific\nfiduciary responsibilities has enabled another Fiduciary to commit a breach. No\nFiduciary shall be liable for any acts or omissions which occur prior to his or\nher assumption of Fiduciary status or after his or her termination from such\nstatus.\n\n         13.4 Employment by Fiduciaries. Any Fiduciary hereunder may employ,\nwith the written approval of the Administrator, one or more persons to render\nservice with regard to any responsibility which has been assigned to such\nFiduciary under the terms of the Plan including legal, tax, or investment\ncounsel and may delegate to one or more persons any administrative duties\n(clerical or otherwise) hereunder.\n\n \n                                       55\n\n         13.5 Recordkeeping. The Administrator shall keep or cause to be kept\nany necessary data required for determining the Account status of each\nParticipant. In compiling such information, the Administrator may rely upon its\nemployment records, including representations made by the Participant in the\nemployment application and subsequent documents submitted by the Participant to\nthe Employer. The Trustee shall be entitled to rely upon such information when\nfurnished by the Administrator or its delegate. Each Employee shall be required\nto furnish the Administrator upon request and in such form as prescribed by the\nAdministrator, such personal information, affidavits and authorizations to\nobtain information as the Administrator may deem appropriate for the proper\nadministration of the Plan, including but not limited to proof of the Employee's\ndate of birth and the date of birth of any person designated by a Participant as\na Beneficiary.\n\n         13.6 Claims Review Procedure.\n\n              (a) Except as otherwise provided in this section 13.6, the\nAdministrator shall make all determinations as to the right of any person to\nAccounts under the Plan. Any such determination shall be made pursuant to the\nfollowing procedures, which shall be conducted in a manner designed to comply\nwith section 503 of ERISA:\n\n                  (1) Step 1. Claims with respect to an Account should be filed \nby a claimant as soon as practicable after the claimant knows or should know\nthat a dispute has arisen with respect to an Account, but at least thirty (30)\ndays prior to the claimant's actual retirement date or, if applicable, within\nsixty (60) days after the death, Disability or Severance from Service of the\nParticipant whose Account is at issue, by mailing a copy of the claim to the\nBenefits and Services Department, Raytheon Company, 141 Spring Street,\nLexington, Massachusetts 02421.\n\n                   (2) Step 2. In the event that a claim with respect to an \nAccount is wholly or partially denied by the Administrator, the Administrator\nshall, within ninety (90) days following receipt of the claim, so advise the\nclaimant in writing setting forth: the specific reason or reasons for the\ndenial; specific reference to pertinent Plan provisions on which the denial is\nbased; a description of any additional material or information necessary for the\nclaimant to perfect the claim; an explanation as to why such material or\ninformation is necessary; and an explanation of the Plan's claim review\nprocedure.\n\n                  (3) Step 3. Within sixty (60) days following receipt of the \ndenial of a claim with respect to an Account, a claimant desiring to have the\ndenial appealed shall file a request for review by an officer of the Company or\na claims review committee, as designated by the Company, by mailing a copy\nthereof to the address shown in subsection (a)(1); provided, however, that such\nofficer or any member of such claims review committee, as applicable, may not be\nthe person who made the initial adverse benefits determination nor a subordinate\nof such person.\n\n \n                                      56\n\n                  (4) Step 4. Within thirty (30) days following receipt of a \nrequest for review, the designated officer or claims review committee shall\nprovide the claimant a further opportunity to present his or her position. At\nthe designated officer or claims review committee's discretion, such\npresentation may be through an oral or written presentation. Prior to such\npresentation, the claimant shall be permitted the opportunity to review\npertinent documents and to submit issues and comments in writing. Within a\nreasonable time following presentation of the claimant's position, which usually\nshould not exceed thirty (30) days, the designated officer or claims review\ncommittee shall inform the claimant in writing of the decision on review setting\nforth the reasons for such decision and citing pertinent provisions in the Plan.\n\n              (b) Except as otherwise provided in subsection (a), the\nAdministrator is the Fiduciary to whom the Plan grants full discretion, with the\nadvice of counsel, to interpret the Plan; to determine whether a claimant is\neligible for benefits; to decide the amount, form and timing of benefits; and to\nresolve any other matter under the Plan which is raised by a claimant or\nidentified by the Administrator. All questions arising from or in connection\nwith the provisions of the Plan and its administration, not herein provided to\nbe determined by the Board of Directors, shall be determined by the\nAdministrator, and any determination so made shall be conclusive and binding\nupon all persons affected thereby.\n\n         13.7 Indemnification of Directors and Employees. The Adopting Employers\nshall indemnify any Fiduciary who is a director, officer or Employee of the\nEmployer, his or her heirs and legal representatives, against all liability and\nreasonable expense, including counsel fees, amounts paid in settlement and\namounts of judgments, fines or penalties, incurred or imposed upon him in\nconnection with any claim, action, suit or proceeding, whether civil, criminal,\nadministrative or investigative, by reason of acts or omissions in his or her\ncapacity as a Fiduciary hereunder, provided that such act or omission is not the\nresult of gross negligence or willful misconduct. The Adopting Employers may\nindemnify other Fiduciaries, their heirs and legal representatives, under the\ncircumstances, and subject to the limitations set forth in the preceding\nsentence, if such indemnification is determined by the Board of Directors to be\nin the best interests of the Adopting Employers.\n\n         13.8 Immunity from Liability. Except to the extent that section 410(a)\nof ERISA prohibits the granting of immunity to Fiduciaries from liability for\nany responsibility, obligation, or duty imposed under Title I, Subtitle B, Part\n4, of said Act, an officer, Employee, member of the Board of Directors of the\nEmployer or other person assigned responsibility under this Plan shall be immune\nfrom any liability for any action or failure to act except such action or\nfailure to act which results from said officer's, Employee's, Participant's or\nother person's own gross negligence or willful misconduct.\n\n                                   ARTICLE XIV\n\n                        Amendment Or Termination Of Plan\n\n         14.1 Right to Amend or Terminate Plan. The Company reserves the right\nat any time or times, by action of the Board of Directors, to modify, amend or\nterminate the Plan in whole or in part, in which event a certified copy of the\nresolution of the Board of Directors, authorizing such modification, amendment\nor termination shall be delivered to the Trustee and to the other Adopting\nEmployers whose Employees are covered by this Plan, provided, however, that no\namendment to the Plan shall be made which shall:\n\n \n                                       57\n\n              (a) reduce any vested right or interest to which any Participant \nor Beneficiary is then entitled under this Plan or otherwise reduce the vested\nrights of a Participant in violation of section 411(d)(6) of the Code;\n\n              (b) vest in the Adopting Employers any interest or control over \nany assets of the Trust; \n\n              (c) cause any assets of the Trust to be used for, or diverted to,\npurposes other than for the exclusive benefit of Participants and their \nBeneficiaries; or\n\n              (d) change any of the rights, duties or powers of the Trustee\n without its written consent.\n\n              (e) Notwithstanding the foregoing provisions of this section or\nany other provisions of this Plan, any modification or amendment of the Plan may\nbe made retroactively if necessary or appropriate to conform the Plan with, or\nto satisfy the conditions of, ERISA, the Code, or any other law, governmental\nregulation or ruling. In the alternative, subject to the conditions prescribed\nin subsections (a) through (e), the Plan may be amended by an officer of the\nCompany authorized by the Board of Directors to amend the Plan, provided,\nhowever, that any such amendment does not, in the view of such officer,\nmaterially increase costs of the Plan to the Company or any Adopting Employer.\n\n         14.2 Amendment to Vesting Schedule. Any amendment that modifies the \nvesting  provisions of ARTICLE VI shall either:\n\n                  (a) provide for a rate of vesting that is at least as rapid \nfor any Participant as the vesting schedule previously in effect; or\n\n                  (b) provide that any adversely affected Participant with a\nPeriod of Service of at least three (3) years may elect, in writing, to remain\nunder the vesting schedule in effect prior to the amendment.\n\n     Such election must be made within sixty (60) days after the later of the:\n\n          (1)  adoption of the amendment;\n          (2)  effective date of the amendment; or\n\n          (3)  issuance by the Administrator of written notice of the amendment.\n\n         14.3 Maintenance of Plan.  The Adopting Employers have established the\nPlan with the bona fide intention and expectation that they will be able to make\ncontributions indefinitely, but the Adopting Employers are not and shall not be\nunder any obligation or liability whatsoever to continue contributions or to\nmaintain the Plan for any given length of time.\n\n         14.4 Termination of Plan and Trust. The Plan and Trust hereby created\nshall terminate upon the occurrence of any of the following events:\n\n              (a) Delivery to the Trustee of a notice of termination\nexecuted by the Company specifying the date as of which the Plan and Trust shall\nterminate; or\n\n \n                                       58\n\n              (b) Adjudication of the Company as bankrupt or general\nassignment by the Company to or for the benefit of creditors or dissolution of\nthe Company.\n\n         14.5 Distribution on Termination.\n\n              (a)(1) If the Plan is terminated, or contributions permanently \ndiscontinued, an Adopting Employer, at its discretion, may (at that\ntime or at any later time) direct the Trustee to distribute the amounts in a\nParticipant's Account in accordance with the distribution provisions of the\nPlan. Such distribution shall, notwithstanding any prior provisions of the Plan,\nbe made in a single lump-sum without the Participant's consent as to the timing\nof such distribution. If, however, an Adopting Employer (or an Affiliate)\nmaintains another defined contribution plan (other than an employee stock\nownership plan), then the preceding sentence shall not apply and the Adopting\nEmployer, at its discretion, may direct such distributions to be made as a\ndirect transfer to such other plan without the Participant's consent, if the\nParticipant does not consent to an immediate distribution.\n\n                 (2) If an Adopting Employer does not direct distribution under\nparagraph (1), each Participant's Account shall be maintained until distributed\nin accordance with the provisions of the Plan (determined without regard to this\nsection) as though the Plan had not been terminated or contributions\ndiscontinued.\n\n              (b) If the Administrator determines that it is administratively\nimpracticable to make distributions under this section in cash or that it would\nbe in the Participant's best interest to make some or all of the distributions\nwith in-kind property, it shall offer all Participants and Beneficiaries\nentitled to a distribution under this section a reasonable opportunity to elect\nto receive a distribution of the in-kind property being distributed by the\nTrust. Those Participants and Beneficiaries so electing shall receive a\nproportionate share of such in-kind property in the form (outright, in trust or\nin partnership) that the Administrator determines will provide the most feasible\nmethod of distribution.\n\n              (c)(1) Amounts attributable to elective contributions shall\nonly be distributable by reason of this section if one of the following is\napplicable:\n\n                     (A) the Plan is terminated without the establishment or \nmaintenance of another defined contribution plan (other than an employee stock\n ownership plan);\n\n                     (B) an Adopting Employer has a sale or other disposition \nto an unrelated corporation of substantially all of the assets used by the\nAdopting Employer in a trade or business of the Adopting Employer with respect\nto an Employee who continues employment with the corporation acquiring such\nassets; or\n\n \n                                       59\n\n                     (C) an Adopting Employer has a sale or other disposition \nto an unrelated entity of the Adopting Employer's interest in a subsidiary with\nrespect to an Employee who continues employment with such subsidiary.\n\n                 (2) For purposes of this subsection, the term \"elective \ncontributions\" means employer contributions made to the Plan that were subject\nto a cash or deferred election under a cash or deferred arrangement.\n\n                 (3) Elective contributions are distributable under subsections\n(c)(1)(B) and (C) above only if the Adopting Employers continue to maintain the\nPlan after the disposition.\n\n                                   ARTICLE XV\n\n                              Additional Provisions\n\n         15.1 Effect of Merger, Consolidation or Transfer. In the event of any\nmerger or consolidation with or transfer of assets or liabilities to any other\nplan or to this Plan, each Participant of the Plan shall be entitled to a\nbenefit immediately after the merger, consolidation or transfer, which is equal\nto or greater than the benefit he or she would have been entitled to receive\nimmediately before the merger, consolidation or transfer (if the Plan had been\nterminated).\n\n         15.2 No Assignment.\n\n              (a) Except as provided herein, the right of any Participant or\nBeneficiary to any benefit or to any payment hereunder shall not be subject to\nalienation, assignment, garnishment, attachment, execution or levy of any kind.\n\n              (b) Subsection (a) shall not apply to any payment or transfer\npermitted by the Internal Revenue Service pursuant to regulations issued under\nsection 401(a)(13) of the Code.\n\n              (c) Subsection (a) shall not apply to any payment or transfer\npursuant to a Qualified Domestic Relations Order.\n\n              (d) Subsection (a) shall not apply to any payment or transfer\nto the Trust in accordance with section 401(a)(13)(C) of the Code to satisfy the\nParticipant's liabilities to the Plan or Trust in any one or more of the\nfollowing circumstances:\n\n                  (1) the Participant is convicted of a crime involving the \nPlan;\n\n                  (2) a civil judgment (or consent order or decree) in an\naction is brought against the Participant in connection with an ERISA fiduciary\nviolation; or\n\n                  (3) the Participant enters into a settlement agreement with \nthe Department of Labor or the Pension Benefit Guaranty Corporation over an\nERISA fiduciary violation.\n\n \n                                       60\n\n         15.3 Limitation of Rights of Employees. This Plan is strictly a\nvoluntary undertaking on the part of the Adopting Employers and shall not be\ndeemed to constitute a contract between any of the Adopting Employers and any\nEmployee, or to be a consideration for, or an inducement to, or a condition of\nthe employment of any Employee. Nothing contained in the Plan shall be deemed to\ngive any Employee the right to be retained in the service of any of the Adopting\nEmployers or shall interfere with the right of any of the Adopting Employers to\ndischarge or otherwise terminate the employment of any Employee of an Adopting\nEmployer at any time. No Employee shall be entitled to any right or claim\nhereunder except to the extent such right is specifically fixed under the terms\nof the Plan.\n\n         15.4 Construction. The provisions of this Plan shall be interpreted and\nconstrued in accordance with the requirements of the Code and ERISA. Any\namendment or restatement of the Plan or Trust that would otherwise violate the\nrequirements of section 411(d)(6) of the Code or otherwise cause the Plan or\nTrust to cease to be qualified under section 401(a) of the Code shall be deemed\nto be invalid. Capitalized terms shall have meanings as defined herein. Singular\nnouns shall be read as plural, masculine pronouns shall be read as feminine and\nvice versa, as appropriate. References to \"section\" or \"ARTICLE\" shall be read\nas references to appropriate provisions of this Plan, unless otherwise\nindicated.\n\n         15.5 Company Determinations. Any determinations, actions or decisions\nof the Company (including but not limited to, Plan amendments and Plan\ntermination) shall be made by its Board of Directors in accordance with its\nestablished procedures or by such other individuals, groups or organizations\nthat have been properly delegated by the Board of Directors to make such\ndetermination or decision.\n\n         15.6 Continued Qualification. This Plan is amended and restated with\nthe intent that it shall continue to qualify under sections 401(a), 401(k) and\n4975(e)(7) of the Code as those sections exist at the time the Plan is amended\nand restated. If the Internal Revenue Service determines that the Plan does not\nmeet those requirements as amended and restated, the Plan shall be amended\nretroactively as necessary to correct any such inadequacy. Section 7.2 shall not\nbe effective until the date the Internal Revenue Service issues a favorable\ndetermination letter with respect to the Plan as amended and restated herein\n(including section 7.2). Until section 7.2 becomes effective in accordance with\nthe immediately preceding sentence of this section 15.6, a Participant may\nwithdraw all or a portion of his or her Employee After-Tax Contribution Account,\nsubject to the condition that such Participant may not make any Employee\nAfter-Tax Contributions under the Plan for at least six (6) months after receipt\nof the in-service withdrawal.\n\n         15.7 Governing Law. This Plan shall be governed by, construed and\nadministered in accordance with ERISA and any other applicable federal law;\nprovided, however, that to the extent not preempted by federal law, this Plan\nshall be governed by, construed and administered under the laws of the\nCommonwealth of Massachusetts, other than its laws respecting choice of law.\n\n \n                                       61\n\n                                   Exhibit A\n\n                     ADOPTING EMPLOYERS PARTICIPATING IN THE\n\n                  RAYTHEON EMPLOYEE SAVINGS AND INVESTMENT PLAN\n\n                              As of January 1, 1999\n\n                          (Unless Indicated Otherwise)\n\nI. Raytheon Systems Company; but only with respect to the following\n   divisions, operations or similar cohesive groups:\n\n  Legacy Co.    Payroll       Eligible Division, Operation or\n                                     Similar Cohesive Group\n(A.) Training and Services\n\n     HTSC (Int'l)             International - SCA\n     HTD                      HR73\n     HSTX                     STX Flex Serv Employees\n     RSES cc12                EX, NE\n\n RSSC cc87      EX, NE, H    Non-Union No-DC\n HTSC           NE, H        All Non-Union SCA\n HTI            NE, H        All non-Union SCA\n     \nRSSC cc87       H            IBEW, Local 898 (Eldorado AFB, TX)\nRSSC cc87       H            IAM, Lodge 131 (Warner Robbins AFB, GA)\nRSSC cc87       H            IBEW, Local 2131 (Onizuka AFB, CA)\nRSSC cc87       H            ITPE, District 5 (Onizuka AFB, CA)\nRSSC cc87       H            IBEW, Local 223 (Cape Cod AFS, MA)\nRSSC cc87       H            IBEW, Local 340 (Beale AFB, CA)\nRSSC cc87       H            IBT, Local 639 (Annapolis Junction, MD)\nHTSC            H            IAMAW, Dist. Lodge 75, Local Lodge 2003 \n                                (Ft. Rucker, GA)\nRSSC cc87      NE            Dept 8708 NASA Logistics (Annapolis Junction, MD)\nRSSC cc87      EX            Dept 8708 NASA Logistics (Annapolis Junction, MD)\nRSSC cc87      EX            Dept 8779 Onizuka AFB, CA\nRSSC cc87      EX, NE, H     Dept 8793 PMEL PMO\nRSSC cc87      NE, H         Dept 8729 ROTHR\nRSSC cc87      EX, NE, H     Dept 8796 SSPARS PMO\nRSSC cc87      EX, NE        Dept 8738 CISF\nRSSC cc87      EX, NE          Dept 8712 SSPARS 2 (Beale AFB, CA)\nRSSC cc87      EX, NE          Dept 8711 SSPARS 1\nRSSC cc87      EX, NE          Dept 8704 SSPARS4 (El Dorado AFB, TX)\nRSSC cc87      EX, NE, H       Dept 8789 NASA\nRSSC cc87      EX, NE, H       Dept 8798 MSFC\nRSSC cc87      EX, NE, H       Dept 8725 McCellan AFB\nRSSC cc87      EX, NE, H       Dept 8780 FAA Depot\nRSSC cc87      EX, NE          Dept 8703 SSPARS 3\nRSSC cc87      EX              Dept 8781 STARS\/DASR\nRSSC cc87          NE, H       Dept 8781 STARS\/DASR\nRSSC cc87      EX              Dept 8721 IATC\nRSSC cc87         NE, H        Dept 8721 IATC\nRSSC cc87      EX, NE, H       Dept 8770 Trojan\nRSSC cc87      EX              Dept Multiple TSSC (Washington, DC)\nRSSC cc87      EX              Dept 8728 SEI\nRSSC cc87         NE, H        Dept 8728 SEI\n\n \n                                       62\n(B.) RSC Defense Systems\n\n   RES                H       IUPPE, Local 84 (Guards, Quincy)\n   RES                H       Independent (Guards, Raytheon)\n   RES                H       IAM, Lodge 587 (Portsmouth, RI)\n\nHAC                   H       IAM, Lodge 933 (Tucson, AZ)\nHAC                   H       IAM, Lodge 940 (Tucson, AZ) HMSC\nHAC                   H       IAM, Lodge 933 (Tucson, AZ) HEM\nHAMI              NE          G&amp;EC (Poutsbo, WA) SCA\nHAMI              NE          G&amp;ED (Keyport\/Bangor, WA) SCA\n\n     (C.)12\n\nE-SYS             H(PS)                     UAW, Local 848 (Garland, TX)\nServ-Air          H(PS)                     JBN (Fayetteville, NC)\nServ-Air          H(PS)                     JCP (Cherry Point, NC)\nServ-Air          H(PS)                     JDG (San Diego, CA)\nServ-Air          H(PS)                     JEL (El Toro, CA)\nServ-Air          H(PS)                     JFB (Ft. Walton Beach, FL)\nServ-Air          H(PS)                     JJN (Jacksonville, NC)\nServ-Air          H(PS)                     JKH (Kaneche Bay, HI)\nServ-Air          H(PS)                     JKN (Kirtland AFB, NM)\nServ-Air          H(PS)                     JLK (Lexington, KY)\nServ-Air          H(PS)                     JNO (New Orleans, LA)\nServ-Air          H(PS)                     JNV (Norfolk, VA)\nServ-Air          H(PS)                     JPC (Camp Pendeton, CA)\nServ-Air          H(PS)                     JRK (Richmond, KY)\nServ-Air          H(PS)                     JSC (North Island, CA)\nServ-Air          H(PS)                     JTT (Tustin, CA)\nServ-Air          H(PS)                     JWG (Warner Robins, GA)\nServ-Air          H(PS)                     JYA (Yuma, AZ)\nServ-Air          H(PS)                     U38100 JBV (Ft. Belvoir, VA)\nServ-Air          H(PS)                     U38100 JDC (Washington, DC)\nServ-Air          H(PS)                     U38100 JHF (Hurlburt Field, FL)\nServ-Air          H(PS)                     U38100 JHI (Camp Smith, HI)\nServ-Air          H(PS)                     U38100 JHI (Hickman AFB, HI)\nServ-Air          H(PS)                     U38100 JMD (MacDill, FL)\nServ-Air          H(PS)                     U38100 JMJ (McGuire AFB, NJ)\nServ-Air          H(PS)                     U38100 JON  (Offutt AFB, NE)\nServ-Air          H(PS)                     U38100 JSCS (Colorado Springs, CO)\nServ-Air          H(PS)                     U38100 JSI (Scott, IL)\nServ-Air          H(PS)                     U38100 JTC (Travis AFB, CA)\nServ-Air          H(PS)                     U38100 JTZ (Jtic, AZ)\nServ-Air          H(PS)                     U38100 R     (Richardson, TX)\nServ-Air          H(PS)                     U38100 ZIC (Keflavik, Iceland)\nServ-Air          H(PS)                     U38100 ZOJ (Okinawa, Japan)\nServ-Air          H(PS)                     U38100 ZPP (Panama)\nServ-Air          H(PS)                     U38100 ZRA (Ramstein, Germany)\nServ-Air          H(PS)                     U38100 ZYJ (Yokota, Japan)\nServ-Air          H(PS)                     U38100 ZOCK (Osan, South Korea)\nServ-Air          H(PS)                     ZMU (Yongsan, South Korea)\nServ-Air          H(PS)                     ZUM (Mildenhall, UK)\n\n(D.)03\n\n \n                                       63\n\nAllied Signal     EX, NE, H        Salaried (Comm. Systems, Towson, MD)\nAllied Signal             H        IAM, Local 1561 (Comm. Systems, Towson, MD)\nAllied Signal             H        UPGWA, Local 270 (Comm. Systems, Towson, MD)\n\nE-Systems                 H        UAW, Local 298 (St. Petersburg, FL)\n\n\nII.  Cedar Rapids; but only with respect to the following divisions, operations \nor similar cohesive groups:\n\n     Legacy Co.   Payroll     Eligible Division, Operation or\n                                      Similar Cohesive Group\n\n                    H         IAM, Lodge 831 (Cedar Rapids, IA)\n\n\nIII.Raytheon Aircraft Company; but only with respect to the following\n    divisions, operations or similar cohesive groups:\n\nLegacy Co.   Payroll          Eligible Division, Operation or \n                                      Similar Cohesive Group\n\n           EX, NE, H         Field Contract Employees -- Non-Union Ees.\n                   H         IAM, Lodge 733 (Aircraft--Wichita, KS)\n                   H         IAM, Lode 2328 (Aircraft--Salina, KS)\n                   H         IAM, Lodge 2777 (T-34\/44) (NAS Whiting Field, FL)\n                               (RASSC)\n                   H         NAS Whiting Field, FL (RASSC) -- Non-Union\n                   H         IAM, Lodge 2777 (UNFO) (NAS Pensacola, FL) (RASSC)\n           EX, NE, H         U.S. Customs, FL (RASSC) -- Non-Union Ees.\n                   H         IAM, Lodge 2916 (NAS Corpus Christi, TX) (RASSC)\n                   H         IBT, Local 533 (NAS Fallon, NY) (RASSC)\n           EX, NE, H         Pensacola, FL\n                   H         IAM District Lodge 142 (US Customs, FL (RASSC))\n           EX, NE, H         Corpus Christi, TX\n           EX, NE, H         AETC Contract (10\/1\/97), Sheppard, AFB\n           EX, NE, H         Drug Enforcement Agency Contract, Ft. Worth\n           EX, NE, H         Wright-Patterson AFB, TX\n\nIV.  Raytheon Engineers &amp; Constructors; but only with respect to the following\n     divisions, operations or similar cohesive groups:\n\n Legacy Co.   Payroll    Eligible Division, Operation or \n                                     Similar Cohesive Group\n\n                  H         IBEW Local 453 (Ft. Leonard Wood, MD)\n                  H         Mt. Pleasant, SC -- Non-Union \n                  H         Springfield, MO -- Non-Union\n                  H         USW, Local 7666 (Standard Havens, MO)\n\n \n                                       64\n\n                                    Exhibit B\n\n                 Special Withdrawal and Distribution Provisions\n\n     This Exhibit B describes special withdrawal and distribution provisions\nthat apply with respect to certain assets transferred directly from other\nretirement plans to the Plan in accordance with section 4.5 of the Plan. Except\nas otherwise provided herein, the special withdrawal and distribution provisions\napply only with respect to the assets, together with earnings thereon,\ntransferred from the other plans (hereinafter referred to as the \"Transferred\nAccount Balances\").\n\n     As of January 1, 1999 (except as otherwise indicated), this Exhibit B\nincludes special withdrawal and distribution provisions applicable to the\nTransferred Account Balances from the following retirement plan(s):\n\n     A. Serv-Air, Inc. Savings and Retirement Plan (assets transferred January\n14, 1999).\n\nA. This paragraph A describes special withdrawal and distribution provisions\napplicable to Participants with Transferred Account Balances from the Serv-Air,\nInc. Savings and Retirement Plan:\n\n(1) Installment Distribution Option: Notwithstanding section 8.3 of the\n    Plan, Participants can elect to receive their Transferred Account\n    Balances in accordance with one of the following distribution options:\n\n     (a) Payment in a single, lump-sum; or\n\n     (b) Payment in substantially equal installments over a period certain \n         designated by the Participant, which period shall not exceed the life \n         expectancy of the Participant or the joint life expectancies of the\n         Participant and his or her Beneficiary.\n\n \n                                       65\n\n                                    Exhibit C\n\n             Special Plan Provisions for Certain Adopting Employers\n\n     This Exhibit C describes special Plan provisions that apply with respect to\nthe Adopting Employers expressly listed herein.\n\nA. Plan section 2.13(a) - Compensation \n \n     With respect to the Eligible Employees of the Adopting Employers listed\nbelow, the definition of the term \"Compensation\" as prescribed in Plan section\n2.13(a) shall be replaced with the following (with subsections 2.13(b) - (d)\ncontinuing to apply):\n\n     (a) (1) Except as otherwise provided herein, the total wages, salaries, and\nfees for professional services and other amounts received (without regard to\nwhether or not an amount is paid in cash) for personal services actually\nrendered in the course of employment with the Employer to the extent that the\namounts are includible in gross income, including, but not limited to (A)\ncommissions paid salesmen, (B) compensation for services on the basis of a\npercentage of profits, (C) commissions on insurance premiums, (D) tips, (E)\nbonuses, (F) fringe benefits, (G) reimbursements or other expense allowances\nunder a nonaccountable plan (as described in Treas. Reg. section 1.62-2(c)), (8)\namounts described in sections 104(a)(3), 105(h) of the Code, but only to the\nextent that these amounts are includible in the gross income of the Employee,\n(H) the value of a nonqualified stock option granted to an Employee by the\nEmployer, but only to the extent that the value of the option is includible in\nthe gross income of the Employee for the taxable year in which granted, and (I)\nthe amount includible in the gross income of an Employee upon making the\nelection described in section 83(b) of the Code.\n\n     (2) Notwithstanding the foregoing, Compensation shall not include: (A)\nEmployer contributions to a plan of deferred compensation which are not\nincludible in the Employee's gross income for the taxable year in which\ncontributed, or any distributions from a plan of deferred compensation\n(regardless of whether such amounts are includible in the gross income of the\nEmployee when distributed); (B) amounts realized from the exercise of a\nnonqualified stock option, or when restricted stock (or property) held by the\nEmployee either becomes freely transferable or becomes no longer subject to a\nsubstantial risk of forfeiture; (C) amounts realized from the sale, exchange or\nother disposition of stock acquired under a qualified stock option; and (D)\nother amounts which received special tax benefits, such as premiums for\ngroup-term life insurance to the extent that the premiums are not includible in\nthe gross income of the Employee.\n\n     (3) To the extent not otherwise excluded by subsection (a)(2), Compensation\nalso shall not include: (A) reimbursements or other expense allowances, (B)\nfringe benefits (cash and noncash), (C) moving expenses, (D) deferred\ncompensation, and (E) welfare benefits.\n\n \n                                       66\n\n     (4) In all cases, however, notwithstanding any exclusions above,\nCompensation shall include any amount which would otherwise be deemed\nCompensation under this subsection 2.13(a) but for the fact that it is deferred\npursuant to a salary reduction agreement under this Plan or under any plan\ndescribed in section 401(k) or 125 of the Code.\n\n     I. Raytheon Systems Company; but only with respect to the following \ndivision:\n\n   Allied Signal  EX, NE, H           Salaried (Comm. Systems - Towson, MD)\n\nB. Plan sections 4.1(a) and (b) - Maximum Elective Deferrals and Employee \n     After-Tax Contributions (Other Than 17%)\n\n     The maximum Elective Deferrals and Employee After-Tax Contributions (if\napplicable) of the Eligible Employees of the Adopting Employers listed below are\nprescribed below:\n\n     I. Raytheon Systems Company; but only with respect to the following \ndivisions:\n\nHTSC                  H       IAMAW, Dist. Lodge 75, Local Lodge 2003\n                                  (Ft. Rucker, GA)                     10%\nHAC                   H       IAM, Lodge 933 (Tucson, AZ)              12%\nHAC                   H       IAM, Lodge 940  (Tucson, AZ) (HMSC)      12%\nHAC                   H       IAM, Lodge 933  (Tucson, AZ) (HEM)       12%\nE-Systems             H (PS)  UAW, Local 848 (Garland, TX)             18%\nAllied Signal EX, NE, H       Salaried (Comm. Systems-Towson, MD)      20%\nE-Systems             H       UAW, Local 298 (St. Petersburg, FL)      18%\n\n\nC. Plan section 4.1(b) - Employee After-Tax Contributions\n\n     The Eligible Employees of the Adopting Employers listed below may make\nEmployee After-Tax Contributions in accordance with section 4.1(b) of the Plan.\n\n     I. Raytheon Systems Company; but only with respect to the following \ndivisions:\n\nHAC           H               IAM, Lodge 933  (Tucson, AZ)\nHAC           H               IAM, Lodge 940  (Tucson, AZ (HMSC))\nHAC           H               IAM, Lodge 933  (Tucson, AZ (HEM))\nAllied Signal EX, NE, H       Salaried (Comm. Systems - Towson, MD)\n\nD. Plan section 4.2 - Matching Contributions \n\n     I. The Adopting Employers listed below shall make Matching Contributions\nequal in value to one hundred percent (100%) of the total Elective Deferrals and\nEmployee After-Tax Contributions (if applicable) made for each Pay Period by\neach Participant who is an Eligible Employee of each such Adopting Employer, but\nthe total of such Matching Contributions for any eligible Participant shall not\nexceed four percent (4%) of a Participant's Compensation from such Adopting\nEmployer for each such Pay Period. The Matching Contribution shall be made in\n\n\n\n \n                                      67\n\neither Common Stock or cash that is invested in Common Stock. The number of\nshares of Common Stock contributed by the Adopting Employer or acquired with\nMatching Contributions shall be allocated to the Participant's Account by the\nTrustee and such allocation shall equal the number of shares of Common Stock\nwhich the Trustee could have purchased for the Participant at the Current Market\nValue. Such Matching Contribution shall remain invested in Common Stock in\naccordance with section 5.1(b).\n\n     a. Raytheon Systems Company; but only with respect to the following\ndivisions:\n\nHAC           H               IAM, Lodge 933 (Tucson, AZ)\nHAC           H               IAM, Lodge 940 (Tucson, AZ) (HMSC)\nHAC           H               IAM, Lodge 933 (Tucson, AZ) (HEM)\nAllied Signal EX, NE, H       Salaried (Comm. Systems-Towson, MD)\n\n     II. The Adopting Employers listed below shall make Matching Contributions\nequal in value to fifty percent (50%) of the first six percent (6%) of the\nElective Deferrals and Employee After-Tax Contributions (if applicable) made for\neach Pay Period by each Participant who is an Eligible Employee of each such\nAdopting Employer, but the total of such Matching Contributions for any eligible\nParticipant shall not exceed three percent (3%) of a Participant's Compensation\nfrom such Adopting Employer for each such Pay Period. The Matching Contribution\nshall be made in either Common Stock or cash that is invested in Common Stock.\nThe number of shares of Common Stock contributed by the Adopting Employer or\nacquired with Matching Contributions shall be allocated to the Participant's\nAccount by the Trustee and such allocation shall equal the number of shares of\nCommon Stock which the Trustee could have purchased for the Participant at the\nCurrent Market Value. Such Matching Contribution shall remain invested in Common\nStock in accordance with section 5.1(b).\n\n     a. Raytheon Systems Company; but only with respect to the following\ndivisions:\n\nHTSC          H               IAMAW, Dist. Lodge 75, Local Lodge 2003  \n                                   (Ft. Rucker, GA)\n\n     III.The Adopting Employers listed below shall make Matching Contributions\nequal in value to fifty percent (50%) of the first six percent (6%) of the\nElective Deferrals and Employee After-Tax Contributions (if applicable) made for\neach Pay Period by each Participant who is an Eligible Employee of each such\nAdopting Employer, but the total of such Matching Contributions for any eligible\nParticipant shall not exceed three percent (3%) of a Participant's Compensation\nfrom such Adopting Employer for each such Pay Period. The Matching Contribution\nshall be made in cash and may be invested in accordance with section 5.1(a).\n\n     a. Raytheon Systems Company; but only with respect to the following\ndivisions:\n\nRES           H               IUPPE, Local 84 (Guards, Quincy)\nRES           H               Independent (Guards, Raytheon)\nRES           H               IAM, Lodge 587 (Portsmouth, RI)\nAllied Signal H               IAM, Local 1561 (Comm. Systems-Towson, MD)\nAllied Signal H               UPGWA, Local 270 (Comm. Systems, Towson, MD\n\n\n\n \n                                      68\n\n     b. Cedar Rapids; but only with respect to the following divisions:\n\n              H               IAM, Lodge 831 (Cedar Rapids, IN)\n\n     c. Raytheon Aircraft Company; but only with respect to the following\ndivisions:\n\n             H                IAM, Lodge 733 (Aircraft-Witchita, KS)\n             H                IAM, Lodge 2328 (Aircraft-Salina, KS)\n\n     IV. The Adopting Employers listed below shall make Matching Contributions\nequal in value to fifty percent (50%) of the first three percent (3%) of the\nElective Deferrals and Employee After-Tax Contributions (if applicable) made for\neach Pay Period by each Participant who is an Eligible Employee of each such\nAdopting Employer, but the total of such Matching Contributions for any eligible\nParticipant shall not exceed one and one-half percent (1.5%) of a Participant's\nCompensation from such Adopting Employer for each such Pay Period. The Matching\nContribution shall be made in cash and may be invested in accordance with\nsection 5.1(a).\n\n     a. Raytheon Systems Company; but only with respect to the following\ndivisions:\n\nE-Systems    H (PS)           UAW, Local 848 (Garland, TX)\nE-Systems    H                UAW, Local 298 (St. Petersburg, FL)\n\nE. Plan section 4.1(c)(2) - Qualified Nonelective Contributions\n                          - Specified Amounts\n  \n     I. For each Plan Year, each Adopting Employer listed below shall make a\nQualified Nonelective Contribution equal in value to the dollar amount\ndesignated below for each Hour of Service completed by its Eligible Employees,\nup to a maximum of forty (40) Hours of Service per week per Eligible Employee.\nThe Qualified Nonelective Contributions shall be allocated to the Eligible\nEmployees of each Adopting Employer in the same ratio as each such Eligible\nEmployee's Hours of Service for the Plan Year bears to the total Hours of\nService for all such Eligible Employees for the Plan Year (determined by\nlimiting the Hours of Service per week per Eligible Employee to 40).\n\n     a.  Raytheon Support Services Company\n           Hourly employees in Unit represented by \n           International Brotherhood of Electrical \n           Workers (Beale AFB)                       $0.75 per Hour of Service\n\n         Salaried Employees (Beale AFB)              $0.75 per Hour of Service\n\n         Hourly Employees in Unit represented \n         by International Brotherhood of Electrical\n         Workers, Local 223 (Otis, AFB, MA)          $0.83 per Hour of Service\n\n         Salaried Employees (Otis, AFB)              $0.83 per Hour of Service\n\n\n\n \n                                      69\n\n         Employees at Warren\/Southridge, MI          $0.16 per Hour of Service\n\n         All Employees at Rock Island, IL            $0.30 per Hour of Service\n\nF.       Plan section 4.1(d) - Employer Contributions\n\n         I. For each Plan Year, each Adopting Employer listed below shall make\nan Employer Contribution equal in value to the dollar amount designated below\nfor each Hour of Service completed by its Eligible Employees. The Employer\nContribution shall be allocated to the Eligible Employees of each Adopting\nEmployer in the same ratio as each such Eligible Employee's Hours of Service for\nthe Plan Year bears to the total Hours of Service for all such Eligible\nEmployees for the Plan Year.\n\n     a. Raytheon Systems Company; but only with respect to the following\ndivisions:\n\n     RSSCcc87   H             IBEW, Local 898 (Eldorado AFB, TX)\n                                 $0.70 per Hour of Service\n\n     RSSCcc87   H            IAM, Dist. Lodge 131 (Warner Robins AFB, GA)\n                                                     $0.55 per Hour of Service\n\n     RSSCcc87   H            IBEW, Local 223 (Cape Cod AFB, MA)\n                                 $0.98 per Hour of Service\n\n     RSSCcc87   H            IBEW, Local 340 (Beal AFB, CA)\n                                 $0.90 per Hour of Service\n\n     RSSCcc87   NE           Dept. 8708 NASA Logistics (Annapolis Junction, MD)\n                                 $0.10 per Hour of Service\n\n     RSSCcc87   EX           Dept. 8779 Onizuka AFB, CA\n                                 $0.33 per Hour of Service\n\n     RSSCcc87   EX, NE, H    Dept. 8793 PMEL PMO\n                                 $0.10 per Hour of Service\n\n     RSSCcc87   NE, H        Dept. 8729 ROTHR\n                                 $0.10 per Hour of Service\n\n     RSSCcc87   EX, NE, H    Dept. 8796 SSPARS PMO\n                                 $0.40 per Hour of Service\n\n     RSSCcc87   EX, NE       Dept. 8738 CISF\n                                 $0.40 per Hour of Service\n\n     RSSCcc87   EX, NE       Dept. 8712 SSPARS 2 (Beal AFB, CA)\n                                 $0.90 per Hour of Service\n\n     RSSCcc87   EX, NE       Dept. 8711 SSPARS 1\n                                 $0.98 per Hour of Service\n\n\n\n \n                                      70\n\n     RSSCcc87   EX, NE       Dept. 8704  SSPARS 4 (El Dorado AFB, TX)\n                                 $0.70 per Hour of Service\n\n     RSSCcc87   EX, NE, H    Dept. 8789 NASA \n                                 $0.10 per Hour of Service\n\n     RSSCcc87   EX, NE, H    Dept. 8798 MSFC\n                                 $0.10 per Hour of Service\n\n     RSSCcc87   EX, NE, H    Dept. 8725 McCellan AFB\n                                 $0.10 per Hour of Service\n\n     RSSCcc87   EX, NE, H   Dept. 8780 FAA Depot\n                                $0.10 per Hour of Service\n\n     RSSCcc87   EX, NE       Dept. 8703 SSPARS 3\n                                 $0.65 per Hour of Service\n\n     RSSCcc87   EX           Dept. 8781 STARS\/DASR\n                                 $0.60 per Hour of Service\n\n     RSSCcc87   NE, H        Dept. 8781  STARS\/DASR\n                                 $0.40 per Hour of Service\n\n     RSSCcc87   EX           Dept. 8721  IATC\n                                 $0.60 per Hour of Service\n\n     RSSCcc87   NE, H        Dept. 8721  IATC\n                                 $0.40 per Hour of Service\n\n     RSSCcc87   EX, NE, H    Dept. 8770  Trojan\n                                 $0.10 per Hour of Service\n\n     RSSCcc87   EX           Dept. Multiple TSSC (Wash., DC)\n                                 $0.60 per Hour of Service\n\n     RSSCcc87   EX           Dept. 8728 SEI\n                                 $0.60 per Hour of Service\n\n     RSSCcc87   NE, H        Dept. 8728  SEI\n                                 $0.40 per Hour of Service\n\n     Serv-Air   H (PS)       JLK (Lexington, KY)\n                                 $0.50 per Hour of Service\n\n     b. Raytheon Engineers and Constructors; but only with respect to the\nfollowing divisions:\n\n                H            IBEW, Local 453 (Ft. Leonard Wood, MD)\n                              $0.15 per Hour of Service\n\n\n\n \n                                      71\n\n         II. For each Plan Year, each Adopting Employer listed below shall make\nan Employer Contribution equal to the percentage designated below of its\nEligible Employees' Compensation for the Plan Year. The Employer Contribution\nshall be allocated to the Eligible Employees of each Adopting Employer in the\nsame ratio as each such Eligible Employee's Compensation for the Plan Year bears\nto the total Compensation of all such Eligible Employees for the Plan Year.\n\n     a. Raytheon Systems Company; but only with respect to the following\ndivisions:\n\n     RSSC       EX           Dept. 8708 NASA Logistics (Annapolis Junction, MD)\n                                 2.5% of base pay\n\n     b. Raytheon Aircraft Company; but only with respect to the following\ndivisions:\n\n                EX, NE, H    AETC Contract (10\/1\/97), Sheppard AFB\n                                 1.75% of base pay\n\n         III. For each Plan Year, each Adopting Employer listed below shall make\nan Employer Contribution equal to the percentage designated below of its\nEligible Employees' Compensation for the Plan Year. The Employer Contribution\nshall be allocated to the Eligible Employees of each Adopting Employer in the\nsame ratio as each such Eligible Employee's Compensation for the Plan Year bears\nto the total Compensation of all such Eligible Employees for the Plan Year. For\npurposes of this subparagraph E, III of this Exhibit C to the Plan, the term\n\"Compensation shall be defined as provided in paragraph A of this Exhibit C to\nthe Plan.\n\n     a. Raytheon Aircraft Company; but only with respect to the following\ndivisions:\n\n                H            Field Contract Employees - Non-Union Ees.\n                                                                  3% Gross Pay\n                H            IAM, Lodge 2777 (T-34\/44)\n                                (NAS Whiting Field, FL) (RASSC)   3% Gross Pay\n                H            IAM, Lodge 2777 (UNFO) \n                                (NAS Pensacola, FL) (RASSC)       3% Gross Pay\n                EX, NE, H    Pensacola, FL                        3% Gross Pay\n                EX, NE, H    Corpus Christi, TX                   3% Gross Pay\n\n\n\n \n                                      72\n\n         IV. For each Plan Year, each Adopting Employer listed below shall make\nan Employer Contribution equal to the percentage designated below of its\nEligible Employees' Compensation for the Plan Year; provided, however, that in\nno event shall the Employer Contribution made with respect to any Eligible\nEmployee exceed the maximum dollar amount designated below. The Employer\nContribution shall be allocated to the Eligible Employees of each Adopting\nEmployer in the same ratio as each such Eligible Employee's Compensation for the\nPlan Year bears to the total Compensation of all such Eligible Employees for the\nPlan Year.\n\n     a. Raytheon Aircraft Company; but only with respect to the following\ndivisions:\n\n                H            NAS Whiting Field, FL (RASSC) - Non-Union \n                                 4% up to $500 per year \n                EX, NE, H    U.S. Customs, FL (RASSC) - Non-Union Ees. \n                                 1.75% up to $400 per year H IAM District \n                                   Lodge 142\n                             U.S. Customs, FL (RASSC)\n                                 1.75% up to $400 per year\n                EX, NE, H    Drug Enforcement Agency Contract, Ft. Worth\n                                 1.75% up to $400 per year\n                EX, NE, H    Wright-Patterson AFB, TX\n                                 1.75% up to $400 per year\n\nG. Plan sections 4.3(a) and (b) - ESOP Contributions\n\n     The Adopting Employers listed below shall make an ESOP Contribution in\naccordance with section 4.3(a) of the Plan. In addition, for purposes of\nallocating the ESOP Contribution in accordance with section 4.3(b) of the Plan,\nonly those Eligible Employees of each such Adopting Employer shall be taken into\naccount.\n\n     a. Raytheon Systems Company; but only with respect to the following\ndivisions:\n\nRES                   H                IUPPE, Local 84 (Guards, Quincy)\nRES                   H                Independent (Guards, Raytheon)\nRES                   H                IAM, Lodge 587 (Portsmouth, RI)\nE-Systems             H(PS)            UAW, Local 848 (Garland, TX)\nServ-Air              H(PS)            U38100  JBV (Ft. Belvoir, VA)\nServ-Air              H(PS)            U38100  JDC (Washington, DC)\nServ-Air              H(PS)            U38100 JHF (Hurlburt Field, FL)\nServ-Air              H(PS)            U38100 JHI (Camp Smith, HI)\nServ-Air              H(PS)            U38100 JHI (Hickman AFB, HI)\nServ-Air              H(PS)            U38100 JMD (MacDill, FL)\nServ-Air              H(PS)            U38100 JMJ (McGuire AFB, NJ)\nServ-Air              H(PS)            U38100 JON  (Offutt AFB, NE)\nServ-Air              H(PS)            U38100 JSCS (Colorado Springs, CO)\nServ-Air              H(PS)            U38100 JSI (Scott, IL)\nServ-Air              H(PS)            U38100 JTC (Travis AFB, CA)\nServ-Air              H(PS)            U38100 JTZ (Jtic, AZ)\n\n\n\n \n                                      73\n\nServ-Air              H(PS)            U38100 R     (Richardson, TX)\nServ-Air              H(PS)            U38100 ZIC (Keflavik, Iceland)\nServ-Air              H(PS)            U38100 ZOJ (Okinawa, Japan)\nServ-Air              H(PS)            U38100 ZPP (Panama)\nServ-Air              H(PS)            U38100 ZRA (Ramstein, Germany)\nServ-Air              H(PS)            U38100 ZYJ (Yokota, Japan)\nServ-Air              H(PS)            U38100 ZOCK (Osan, South Korea)\nE-Systems             H                UAW, Local 298 (St. Petersburg, FL)\n\n     b. Cedar Rapids; but only with respect to the following divisions:\n\n                      H                IAM, Lodge 831   (Cedar Rapids, IA)\n\n     c. Raytheon Aircraft Company; but only with respect to the following\ndivisions:\n\n                      H                IAM,  Lodge 733  (Aircraft - Wichita, KS)\n                      H                IAM,  Lodge 2328 (Aircraft - Salinas, KS)\n\n\nH.  Plan section 6.2 - Vesting of Matching, ESOP and Employer \nContribution Accounts\n\n     Each Eligible Employee of the Adopting Employers listed below shall have a\nnonforfeitable right to his or her Matching, ESOP and Employer Contribution\nAccounts upon the earliest of (or, if more favorable, under the terms of the\ntransferee plan in the case of a direct transfer of assets to the Plan in\naccordance with sections 1.1(b) and 4.5(c)):\n\n    (1) the Participant's completion of a Period of Service of five (5) years; \n\n    (2) the Participant's completion of a Period of Participation of three (3)\n years; \n\n    (3) the Participant's Retirement, death while an Employee, Disability or \nattainment of Normal Retirement Age; or\n\n    (4) the Participant's Layoff or Severance from Service due to Qualified \nMilitary Service.\n\n     a. Raytheon Systems Company; but only with respect to the following\ndivisions:\n\n     HTSC          H         IAMAW, Dist. Lodge 75, Local Lodge 2003 \n                                 (Ft. Rucker, GA)\n     RES           H         IUPPE, Local 84 (Guards, Quincy)\n     RES           H         Independent (Guards, Raytheon)\n     RES           H         IAM, Lodge 587 (Portsmouth, RI)\n     HAC           H         IAM, Lodge 933 (Tucson, AZ)\n     HAC           H         IAM, Lodge 940 (Tucson, AZ) (HMSC)\n     HAC           H         IAM, Lodge 933 (Tucson, AZ) (HEM)\n     Allied Signal H         IAM, Local 1561 (Comm.  Systems, Towson, MD)\n     Allied Signal H         UPGWA, Local 270 (Comm. Systems, Towson, MD)\n\n\n\n \n                                      74\n\n     b. Cedar Rapids; but only with respect to the following divisions:\n\n                   H         IAM, Lodge 831 (Cedar Rapids, IA)\n\n     c. Raytheon Aircraft Company; but only with respect to the following\ndivisions:\n\n                   H         IAM, Lodge 733 (Aircraft - Witchita, KS) H IAM, \n                             Lodge 2328 (Aircraft - Salina, KS)\n\n\n\n \n                                      75\n\n                                   Exhibit D\n\n           Designation of Prior Year Method for ADP and ACP Testing\n                       (Plan sections 4.8(c)(1) and (2))\n\n     Except as otherwise provided below, the Administrator shall use the\n\"Current Year Method\" for complying with the limits prescribed in section 4.8 of\nthe Plan:\n\nTesting Plan *                                                   Plan Year(s)\n\n* The \"Testing Plan\" can be the entire Plan, or one or more disaggregated\n\"Testing Plans\" as permitted under the applicable regulations or other guidance.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8652],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9540,9539],"class_list":["post-38818","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-aerospace__space","corporate_contracts_types-compensation__benefits","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38818","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38818"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38818"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38818"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38818"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}