{"id":40422,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/savings-and-investment-plan-raytheon-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"savings-and-investment-plan-raytheon-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/savings-and-investment-plan-raytheon-co.html","title":{"rendered":"Savings and Investment Plan &#8211; Raytheon Co."},"content":{"rendered":"<pre>                      RAYTHEON SAVINGS AND INVESTMENT PLAN\n\n                                   ARTICLE I\n\n                              Adoption of the Plan\n\n          1.1 Amendment and Restatement.\n\n     (a) Raytheon Company, a corporation organized under the laws of the state\nof Delaware, originally established the Raytheon Savings and Investment Plan\n(the \"Plan\") effective January 1, 1984. Raytheon Company desires to amend and\nrestate the Plan in its entirety effective January 1, 1999. The amended and\nrestated Plan shall consist of three portions - (1) a profit sharing plan that\nincludes a cash or deferred arrangement under section 401(k) of the Code\n(\"401(k) Portion\"), (2) a stock bonus plan (\"Stock Bonus Portion\"), and (3) a\nstock 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, all or a portion of the following qualified retirement plans\nshall merge into and become part of the Plan:\n\n         Raytheon Salaried Savings and Investment Plan (10011)\n         Raytheon California Hourly Savings and Investment Plan (10012)\n         Raytheon TI Systems Savings Plan\n         E-Systems, Inc. Employee Savings Plan\n         Serv-Air, Inc. Savings and Retirement Plan\n         Hughes STX Corporation 401(k) Retirement Plan\n         Savings and Investment Plan of Standard Missile Company, L.L.C\n         Raytheon Stock Ownership Plan\n\nThe above-referenced qualified retirement plans shall cease to exist as separate\nplans after December 31, 1998.\n\n     (c) The Plan is intended to comply with all of the applicable requirements\nunder sections 401(a), 401(k) and 4975(e)(7) of the Code and the terms of the\nPlan shall be interpreted consistent therewith.\n\n          1.2 Trust. The Trust shall be the sole source of benefits under the\n     Plan and the Adopting Employers or any Affiliate shall not have any\n     liability for 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 shall be \neffective as of January 1, 1999, or such other dates as may be specifically\nprovided herein or as otherwise required by law for the Plan to satisfy the\nrequirements of section 401(a) of the Code.\n\n     (b) Special Effective Dates: The following special effective dates apply\nwith respect to the Plan, including the separate plans merged into the Plan\neffective January 1, 1999 and identified in section 1.1(b):\n\n(1) Section 3.6 shall be effective on and after December 12, 1994, in accordance\nwith the requirements of section 414(u) of the Code.\n\n                                       2\n\n(2) For Plan Years beginning after December 31, 1997 and before January 1, 1999,\nthe definition of compensation used to apply the limitations on contributions\nand benefits under section 415 of the Code shall include any elective deferral\n(as defined in section 402(g)(3)), and any amount which is contributed or\ndeferred by the Employer at the election of a Participant and which is not\nincludible in the gross income of the Participant by reason of section 125 or\n457 of the Code.\n\n(3) Section 2.29 shall be effective for Plan Years beginning after December 31,\n1996.\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\nfamily aggregation rules prescribed in sections 414(q) and 401(a)(17) of the\nCode shall no longer apply.\n\n(6) Sections 8.2(b) and (c) shall apply with respect to distributions made on or\nafter the first Pay Period commencing on or after September 25, 1998.\n\n(7) Section 2.32 shall be effective for Plan Years beginning after December 31,\n1996.\n\n(8) For Plan Years beginning after December 31, 1996 and before January 1,\n1999, for purposes of satisfying the nondiscrimination requirements prescribed\nin sections 401(k) and 401(m) of the Code, except as otherwise provided in\nExhibit C to this Plan, the actual deferral percentage and the actual\ncontribution percentage of the nonhighly compensated employees for the current\nPlan Year shall be taken into account.\n\n(9) For Plan Years beginning after December 31, 1996 and before January 1, 1999,\nfor purposes of allocating excess contributions or excess aggregate\ncontributions, as applicable, to the Highly Compensated Employees, such excess\ncontributions and excess aggregate contributions, as applicable, shall be\nallocated to the Highly Compensated Employees on the basis of the amount of\ncontributions by, or on behalf of, each such Highly Compensated Employee in\naccordance with sections 401(k)(8)(C) and 401(m)(6)(C) of the Code.\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         1.5  Withdrawal of Adopting Employer.\n\n     (a) An Adopting Employer's participation in this Plan may be terminated,\nvoluntarily or involuntarily, at any time, as provided in this section.\n\n                                       3\n\n     (b) An Adopting Employer shall withdraw from the Plan and Trust if the Pla\nand 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 Plan and Trust \nfor any reason. Such withdrawal requires at least thirty (30) days written\nnotice to the Administrator and the Trustee, unless a shorter period is agreed\nto.\n\n     (d) Upon withdrawal, the Trustee shall segregate the assets attributable to\nEmployees of the withdrawn Adopting Employer, the amount thereof to be\ndetermined by the Administrator and the Trustee. The segregated assets shall be\nheld, 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\nindicates 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, an Employee After-Tax Contribution Account, a Matching\nContribution Account, an ESOP Contribution Account and, where applicable, a\nRollover Contribution Account and a Qualified Nonelective Contribution Account.\nThe Administrator may set up such additional subaccounts as it deems necessary\nfor 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         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.\nThe Adopting Employers, and if applicable, the divisions, operations or similar\ncohesive groups of the Adopting Employers that participate in the Plan shall be\nlisted in Exhibit A to this Plan. If an adopting entity does not participate in\nthe Plan with respect to all of its Eligible Employees, the term \"Adopting\nEmployer\" shall include only those divisions, operations or similar cohesive\ngroups of such entity that participate in the Plan.\n\n                                       4\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     (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)), (H)\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(I) 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 (J)\nthe amount includible in the gross income of an Employee upon making the\nelection described in section 83(b) of the Code.\n\n                                       5\n\n(2) Notwithstanding the foregoing, Compensation shall not include: (A) Employer\ncontributions to a plan of deferred compensation which are not includible in the\nEmployee's gross income for the taxable year in which contributed, or any\ndistributions from a plan of deferred compensation (regardless of whether such\namounts are includible in the gross income of the Employee when distributed);\n(B) amounts realized from the exercise of a nonqualified stock option, or when\nrestricted stock (or property) held by the Employee either becomes freely\ntransferable or becomes no longer subject to a substantial risk of forfeiture;\n(C) amounts realized from the sale, exchange or other disposition of stock\nacquired under a qualified stock option; and (D) other amounts which received\nspecial tax benefits, such as premiums for group-term life insurance to the\nextent that the premiums are not includible in the gross income of the Employee.\n\n(3) To the extent not otherwise excluded by subsection (a)(2), Compensation also\nshall not include: (A) reimbursements or other expense allowances, (B) fringe\nbenefits (cash and noncash), (C) moving expenses, (D) deferred compensation, and\n(E) welfare benefits.\n\n(4) In all cases, however, notwithstanding any exclusions above, Compensation\nshall include any amount which would otherwise be deemed Compensation under this\nsubsection 2.13(a) but for the fact that it is deferred pursuant to a salary\nreduction agreement under this Plan or under any plan described in section\n401(k) or 125 of the Code.\n\n     (b) The Compensation of each Participant for any year shall not exceed one\nhundred fifty thousand dollars ($150,000), as adjusted for increases in the\ncost-of-living in accordance with section 401(a)(17)(B) of the Code.\n\n     (c) Unless otherwise indicated herein, Compensation shall be determined \nonly on the basis of amounts paid during the Plan Year, including any Plan Year\nwith a duration of fewer than twelve (12) months.\n\n     (d) The Compensation of a person who becomes a Participant during the\nPlan Year shall only include amounts paid after the date on which such person\nwas 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         2.18 Eligible Employee. A person who is an Employee of an Adopting\nEmployer who:\n\n                                       6\n\n     (a) is on a United States-Based Payroll;\n\n     (b) is not employed in a position or classification within a bargaining\nunit which is covered by a collective bargaining agreement with  respect to \nwhich retirement benefits were the subject of good faith  bargaining (unless\nsuch agreement provides for coverage hereunder of Employees of such unit);\n\n     (c) is not assigned on the books and records of the Employer to any\ndivision, operation or similar cohesive group of an Adopting Employer that is\nexcluded from participation in the Plan by the Board of Directors or a duly\nauthorized officer;\n\n     (d) is not employed in a position covered by the Service Contract Act;\n\n     (e)  is not eligible to participate in the Raytheon Employee Savings and \nInvestment Plan or the Raytheon Savings and Investment Plan for Employees in\nPuerto Rico; and\n\n     (f) is not a Leased Employee or any other person who performs services for\nan 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 \nby Participants on an after-tax basis in accordance with section 4.1(b) of the\n Plan.\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 participates in the Plan).\n\n         2.23 Employment Commencement Date. The date on which an individual \nfirst performs an Hour of Service with the Employer.\n\n         2.24 ERISA. The Employee Retirement Income Security Act of 1974, as \namended.\n\n         2.25 ESOP Contributions. Any contribution by the Adopting Employers to \nthe Trust pursuant to\nsection 4.3(a).\n\n                                       7\n\n         2.26 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         2.27 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         2.28 Financed Shares.  Shares of Common Stock acquired by the Trust \nwith the proceeds of an Acquisition Loan.\n\n         2.29 Highly Compensated Employee.\n\n     (a)  Any Employee who:\n\n(1) is a five percent (5%) owner at any time during the Plan Year or the\npreceding Plan Year; or \n\n(2) for the preceding Plan Year received Compensation in excess of the amount \nspecified in section 414(q)(1)(B)(i) of the Code.\n\n(b) A former Employee will be treated as a Highly Compensated Employee if the\nformer Employee was a Highly Compensated Employee at the time of his or her\nseparation from service or the former Employee was a Highly Compensated Employee\nat any time after attaining age fifty-five (55).\n\n(c) The dollar amount incorporated under subsection (a)(2) shall be adjusted as\nprovided in section 414(q)(1) of the Code. \n\n(d) This section shall be interpreted in a manner consistent with section 414(q)\nof the Code and the regulations thereunder and shall be interpreted to permit\nany elections permitted by such regulations to be made.\n\n         2.30  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 (501) hours for any \nsingle, continuous period) for which the person is directly or indirectly\npaid for reasons other than the performance of duties, such as vacation,\nholiday, sickness, disability, layoff, jury duty or military duty;\n\n(2) periods for which any federal law requires that credit for service be given;\nand\n\n(3) periods for which back pay (irrespective of mitigation of damages) is either\nawarded or agreed to by the Employer.\n\n     (c) Hours of Service shall also include each hour for which an Employee is \nentitled to credit under subsection (a) as a result of employment with:\n\n                                       8\n\n(1) a predecessor company substantially all the assets of which have been \nacquired by the Company, provided that where only a portion of the operations of\na company has been acquired, only service with said acquired portion prior to \nthe acquisition will be included and that the Employee was employed by said\npredecessor company at the time of acquisition; or\n\n(2) a division, operation or similar cohesive group of the Employer excluded \nfrom participation in the Plan.\n\n     (d) The provisions of subsection (b) shall be further limited to prevent \nduplication by only permitting a person to receive credit for one (1) Hour of\nService for any given hour.\n\n     (e) Hours of Service shall be computed and credited in accordance with the\nDepartment of Labor regulations under section 2530.200b.\n\n         2.31 Layoff.  An involuntary interruption of service due to reduction\n of work force with the\npossibility of recall to employment when conditions warrant.\n\n         2.32 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         2.33  Matching Contributions. Contributions made to the Trust in\naccordance with section 4.2(a) hereof.\n\n         2.34  Matching Contribution Account.  That portion of a Participant's\nAccount which is attributable to Matching Contributions received pursuant to\nsection 4.2(a), adjusted for withdrawals and distributions, and\nthe earnings and losses attributable thereto.\n\n         2.35     Normal Retirement Age.  The Participant's sixty-fifth (65th)\nbirthday.\n\n         2.36 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         2.37 Pay Period.  A period scheduled by an Adopting Employer for \npayment of wages or salaries.\n\n         2.38 Period of Participation.  That portion of a Period of Service\nduring which an Eligible Employee\nwas a Participant and had an Elective Deferral Account in the Plan or another\nplan merged into this Plan and identified in section 1.1(b) (with no more than\nfive (5) years of participation credited with respect to such merged plans).\n\n                                       9\n\n         2.39 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. For this\npurpose, a \"former AlliedSignal employee\" shall receive credit for his or her\nperiod of service with AlliedSignal, Inc and its affiliates. A former\nAlliedSignal employee is an Employee who (i) immediately prior to September 11,\n1998 was a salaried employee of the Communication Systems division of\nAlliedSignal, Inc. (Towson, Maryland location), and (ii) on such date became an\nEmployee in connection with the Company's acquisition of AlliedSignal's\nCommunication Systems division.\n\n         2.40 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         2.41 Plan.  The Raytheon Savings and Investment Plan as amended from\ntime to time.\n\n         2.42 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         2.43 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         2.44 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         2.45 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         2.46 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         2.47 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 Account.\n\n         2.48 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         2.49 Rollover Contributions.  A transfer that qualifies under either\nsection 402(c) or 403(a)(4) of the Code.\n\n         2.50 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\nearnings and losses attributable thereto.\n\n                                       10\n\n         2.51 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         2.52 Severance from Service Date.  The earliest of:\n\n              (a) the date on which an Employee resigns, retires, is discharged,\n or dies; or\n              (b) except as provided in paragraphs (c), (d), (e) and (f) hereof,\nthe first anniversary of the first date of a period during which an Employee is\nabsent for any reason other than resignation, retirement, discharge or death, \nprovided that, on an equitable and uniform basis, the Administrator may\ndetermine 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\nappropriate date before the first anniversary of the first date of absence\nas the Severance from Service Date; or\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         2.53 Surviving Spouse.  A person who was legally married to the\nParticipant immediately before the Participant's death.\n\n         2.54 Trade Day.  Days on which the Recordkeeper is able to make\ntransfers of Plan assets.\n\n         2.55 Trust. The Raytheon Company Master Trust for Defined Contribution\nPlans and any successor agreement made and entered into for the establishment\nof a trust fund of all contributions which may be made to the Trustee under \nthe Plan.\n\n                                       11\n\n         2.56 Trustee.  The Trustee and any successor trustees under the Trust.\n\n         2.57 Trust Fund.  The cash, securities, and other property held by the\nTrustee for the purposes of the Plan.\n\n         2.58 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         2.59 Valuation Date.  Any day that the New York Stock Exchange is open\n for trading.\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. If the Participant becomes eligible to participate\nin the Raytheon Employee Savings and Investment Plan or the Raytheon Savings and\nInvestment Plan for Puerto Rico Based Employees following such transfer and such\nother plan accepts transfers from this Plan, the Participant's Account shall be\ntransferred to such other plan (which Account under such other plan shall remain\nsubject to the provisions of this Plan to the extent required by section\n411(d)(6) of the Code). In the event the Participant is subsequently transferred\nto a position in which he or she again becomes an Eligible Employee, the\nParticipant may renew Elective Deferrals by communicating with the Recordkeeper\nand providing all of the information requested by the Recordkeeper. The renewal\nof Elective Deferrals will be effective as of the first Pay Period following\nreceipt by the Recordkeeper of the requested information for which it is\nadministratively feasible to re-enroll such Participant.\n\n                                       12\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.\nIf such an Employee was, immediately prior to such transfer, a participant in\nthe Raytheon Employee Savings and Investment Plan or the Raytheon Savings and\nInvestment Plan for Puerto Rico Based Employees, the Employee's Elective\nDeferral election and investment directions under such plan shall be deemed to\napply for purposes of this Plan unless the Employee designates otherwise.\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: Subject to the limitations otherwise prescribed\nherein, a Participant may authorize an Adopting Employer to reduce his or her\nCompensation on a pre-tax basis by an amount equal to any whole percentage of\nCompensation that does not exceed twenty percent (20%) and to have such amount\ncontributed to the Plan as an Elective Deferral. Notwithstanding the preceding\nsentence, a Participant who is eligible to participate in the contributory\nportion of either the Raytheon Bargaining Retirement Plan or the Raytheon\nNon-Bargaining Retirement Plan (Exhibit A to each plan) may not make Elective\nDeferrals that exceed seventeen percent (17%) of his or her Compensation.\n\n     (2) A Participant shall not be permitted to make Elective Deferrals during\nany calendar year in excess of seven thousand dollars ($7,000), as adjusted for\nincreases in the cost-of-living in accordance with section 402(g)(5) of the\nCode. A Participant may affirmatively designate that in the event his or her\nElective Deferrals are limited in accordance with this subsection (a)(2), all\nfuture deferrals of Compensation shall be on an after-tax basis and shall be\nre-characterized as Employee After-Tax Contributions under section 4.1(b). This\nre-characterization shall take effect as of the first Pay Period by which it is\nadministratively feasible to make such re-characterization.\n\n     (3) The Elective Deferrals and Employee After-Tax Contributions made on \nbehalf of each Participant shall not in the aggregate exceed twenty percent\n(20%) of the Participant's Compensation for any Plan Year. Notwithstanding the\npreceding sentence, a Participant who is participating in the contributory \nportion of either the Raytheon Bargaining Retirement Plan or the Raytheon \nNon-Bargaining Retirement Plan (Exhibit A to each plan) may not make Elective\nDeferrals and Employee After-Tax Contributions that in the aggregate exceed\nseventeen percent (17%) of his or her Compensation.\n\n                                       13\n\n     (4) A Participant may change his or her Elective Deferral percentage to\nincrease or decrease said percentage by notifying the Recordkeeper, such change\nto take effect as of the first Pay Period by which it is administratively\nfeasible to make such change.\n\n     (5) A Participant may not make Elective Deferrals with respect to \nCompensation that has already been made available to the Participant.\n\n(b)  (1) Employee After-Tax Contributions: Subject to the limitations otherwise\nprescribed herein, a Participant may authorize an Adopting Employer to reduce\nhis or her Compensation on an after-tax basis by an amount equal to any whole\npercentage of Compensation that does not exceed twenty percent (20%) and to have\nsuch amount contributed to the Plan as an Employee After-Tax Contribution.\nNotwithstanding the preceding sentence, a Participant who is participating in\nthe contributory portion of either the Raytheon Bargaining Retirement Plan or\nthe Raytheon Non-Bargaining Retirement Plan (Exhibit A to each plan) may not\nmake Employee After-Tax Contributions that exceed seventeen percent (17%) of his\nor her Compensation.\n\n     (2) The Elective Deferrals and Employee After-Tax Contributions made on \nbehalf of each Participant shall not in the aggregate exceed twenty percent \n(20%) of the Participant's Compensation for any Plan Year. Notwithstanding the\npreceding sentence, a Participant who is participating in the contributory\nportion of either the Raytheon Bargaining Retirement Plan or the Raytheon\nNon-Bargaining Retirement Plan (Exhibit A to each plan) may not make Elective\nDeferrals and Employee After-Tax Contributions that in the aggregate exceed\nseventeen percent (17%) of his or her Compensation.\n\n     (3) A Participant may change his or her Employee After-Tax Contribution \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(c) Qualified Nonelective Contributions: Each Plan Year the Adopting\nEmployers may contribute to the Trust such amounts as determined by the Senior\nVice President of Human Resources of the Company or other officer to whom\nauthority to determine contributions is delegated by the Board of Directors, in\nhis or her sole discretion. Any amounts contributed under this subsection are to\nbe designated by the Adopting Employers as Qualified Nonelective Contributions.\n\n      4.2 Stock Bonus Portion of the Plan.\n     \n     (a) Matching Contributions: Subject to the limitations otherwise prescribed\nherein, each Adopting Employer shall make Matching Contributions equal in value\nto one hundred percent (100%) of the total Elective Deferrals and Employee\nAfter-Tax Contributions made for each Pay Period by each Participant who is an\nEligible Employee of such Adopting Employer, but the total of such Matching\nContributions for any Participant shall not exceed four percent (4%) of a\nParticipant's Compensation from such Adopting Employer for each such Pay Period.\n\n     (b) The Matching Contribution shall be made in either Common Stock or cash\nthat is invested in Common Stock. The number of shares of Common Stock\ncontributed by the Adopting Employer or acquired with Matching Contributions\nunder this subsection (b) 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                                       14\n\n     (c) Special Matching Contribution for AlliedSignal Participants: Subject to\nthe limitations otherwise prescribed herein, each Adopting Employer shall make\nspecial Matching Contributions with respect to the Elective Deferrals and\nEmployee After-Tax Contributions made by AlliedSignal Participants during the\nperiod commencing September 11, 1998 and ending September 10, 1999 (the\n\"Transition Period\"). The special Matching Contributions required under this\nsubsection (c) shall equal the amount of matching contributions the AlliedSignal\nParticipants would have received under the AlliedSignal Savings Plan and the\nAlliedSignal Thrift Plan (collectively, the \"AlliedSignal plans\") if they had\ncontinued to participate in the AlliedSignal plans during the Transition Period,\nreduced by the amount of Matching Contributions that the AlliedSignal\nParticipants are entitled to under this Plan with respect to the Elective\nDeferrals and Employee After-Tax Contributions made during the Transition\nPeriod. The special Matching Contributions under this subsection (c) shall be\nmade on or after September 11, 1999, shall be considered Matching Contributions\nfor the 1999 Plan Year, and shall be treated as Matching Contributions for all\nother purposes of the Plan. For purposes of this subsection (c), an\n\"AlliedSignal Participant\" shall mean a Participant who immediately prior to\nSeptember 11, 1998 was a salaried employee of AlliedSignal, Inc. and who on such\ndate became an Employee in connection with the Company's acquisition of the\nCommunication Systems division of AlliedSignal, Inc. (Towson, Maryland\nlocation), provided such Employee (1) does not voluntarily terminate employment\nwith the Company and all of its Affiliates prior to September 11, 1999; (2) is\nnot terminated from employment with the Company or any of its Affiliates for\ncause prior to September 11, 1999; (3) is not an hourly employee; and (4) is\notherwise eligible to participate in this Plan during the Transition Period.\n\n         4.3 ESOP Portion of the Plan.\n\n     (a) ESOP Contributions: For each Plan Year, the Adopting Employers shall\nmake an ESOP Contribution equal to one-half of one percent (0.5%) of the\nParticipants' Compensation for such Plan Year. The ESOP Contribution may be made\nin cash, Common Stock or a combination thereof at the discretion of the Adopting\nEmployers.\n\n     (b) Allocation of ESOP Contribution: The Administrator shall allocate\nthe ESOP Contribution to the Participants who received Compensation during such\nPlan Year. The ESOP Contribution (consisting of Common Stock and any residual\ncash) shall be allocated to those eligible Participants in the same ratio as\neach such Participant's Compensation for the Plan Year bears to the Total\nCompensation of all such eligible Participants for the Plan Year.\n\n         4.4 Rollover Contributions.\n\n     (a) Participants may transfer into the Plan Qualifying Rollover Amounts \nfrom other qualified plans or Conduit IRAs, subject to the following terms and \nconditions:\n\n(1) the transferred funds are received by the Trustee no later than sixty (60)\ndays from receipt by the Participant of a distribution from another qualified\nplan or, in the event that the funds are transferred from a Conduit IRA, no\nlater than sixty (60) days from the date that the Participant receives such\nfunds from the individual retirement account;\n\n(2) the Rollover Contributions transferred pursuant to this section 4.4 (a) \nshall be credited to the Participant's Rollover Contribution Account and will be\ninvested upon receipt by the Trustee; and\n\n                                       15\n\n(3) a Rollover Contribution will not be accepted unless (A) the Employee on \nwhose behalf the Rollover Contribution will be made is either a Participant or\nan Eligible Employee who has notified the Administrator that he or she intends\nto become a Participant as of the first date on which he or she is eligible\ntherefor, and (B) all required information, including selection of specific\ninvestment accounts, is provided to the Recordkeeper.\n\n     (b) For purposes of this section, the following terms shall have the \nmeanings specified:\n\n(1) Qualifying Rollover Amounts.  Amounts that can be transferred to the Plan\nunder either section 402(c), 403(a)(4) or 408(d)(3)(A)(ii) of the Code.\n        \n(2) Conduit IRA. An individual retirement account described in section \n408(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 elective \ntransfers in accordance with Treas. Regs. section 1.411(d)-4 Q&amp;A-3(b) and\ntransfers in connection with a plan merger, directly from another plan qualified\nunder section 401(a) of the Code only if the Administrator, in its sole\ndiscretion, agrees to accept such a transfer. In determining whether to accept\nsuch 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 shall be \nseparately 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 nonforfeitable. \nNotwithstanding the preceding sentence, assets transferred in connection with\nthe plan mergers identified in section 1.1(b) shall vest in accordance with the\nprovisions 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                                       16\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          4.8 Limits for Highly Compensated Employees.\n\n     (a) Elective Deferrals, Employee After-Tax Contributions, Matching \nContributions and Qualified Nonelective Contributions allocable to the Accounts\nof Highly Compensated Employees shall not in any Plan Year exceed the limits\nspecified in this section. The Administrator may make the adjustments authorized\nin this section to ensure that the limits of subsection (b) (or any other\napplicable limits) are not exceeded, regardless of whether such adjustments\naffect some Participants more than others. This section shall be administered\nand interpreted in accordance with sections 401(k) and 401(m) of the Code.\n\n     (b) (1) The Actual Deferral Percentage of the Highly Compensated Employees\nshall not exceed, in any Plan Year, the greater of: \n\n          (A) one hundred twenty-five percent (125%) of the Actual Deferral \nPercentage for all other Eligible Participants; or\n\n          (B) the lesser of two hundred percent (200%) of the Actual Deferral\nPercentage for all other Eligible Participants or the Actual Deferral\nPercentage for the other Eligible Participants plus two (2) percentage points.\n\n     (2) The Actual Contribution Percentage of the Highly Compensated Employees\nshall not exceed, in any Plan Year, the greater of:\n\n          (A) one hundred twenty five percent (125%) of the Actual Contribution \nPercentage for all other Eligible Participants; or \n\n          (B) the lesser of two hundred percent (200%) of the Actual \nContribution 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 the Actual Contribution\nPercentage for the Highly Compensated Employees shall not exceed, in any Plan\nYear, the sum of: \n\n          (A) one hundred twenty-five percent (125%) of the greater 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 amount\nin this paragraph (3)(B) shall not exceed two hundred percent (200%) of the\nlesser of the amount in paragraph (3)(A)(i) or the amount in paragraph\n(3)(A)(ii).\n\n                                       17\n\n(4) The limitations under section 4.8(b)(3) shall be modified to reflect any\nhigher limitations provided by the Internal Revenue Service under regulations,\nnotices 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 C 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 C 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 2.29.\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                                       18\n\n     (d) For purposes of determining whether a plan satisfies the Actual \nContribution 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 purposes of \nsection 401(m), the actual contribution ratio of a Highly Compensated Employee\nwill be determined by treating all plans subject to section 401(m) under which\nthe Highly Compensated Employee is eligible (other than those that may not be\npermissively aggregated) as a single plan.\n\n     (f) For purposes of determining whether a plan satisfies the Actual\nDeferral Percentage test of section 401(k), all elective contributions that are\nmade under two (2) or more plans that are aggregated for purposes of section\n401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) are to be treated as\nmade under a single plan and that if two (2) or more plans are permissively\naggregated for purposes of section 401(k), the aggregated plans must also\nsatisfy sections 401(a)(4) and 410(b) as though they were a single plan.\n\n(g) In calculating the Actual Deferral Percentage for purposes of section \n401(k), the actual deferral ratio of a Highly Compensated Employee will be\ndetermined by treating all cash or deferred arrangements under which the Highly\nCompensated Employee is eligible (other than those that may not be permissively\naggregated) as a single arrangement.\n\n(h) An elective contribution will be taken into account under the Actual\nDeferral Percentage test of section 401(k)(3)(A) of the Code for a Plan Year\nonly if it is allocated to the Employee as of a date within that Plan Year. For\nthis purpose, an elective contribution is considered allocated as of a date\nwithin 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 this section. \nThe Administrator may also prevent anticipated Excess Contributions as provided\nin 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 prospective Elective \nDeferrals to be contributed by a Participant.\n\n     (c) (1) The Company may, in its sole discretion, elect to contribute, as\nprovided in section 4.1(c), a Qualified Nonelective Contribution in an amount\nnecessary to satisfy any or all of the requirements of section 4.8.\n\n                                       19\n\n(2) Qualified Nonelective Contributions for a Plan Year shall only be allocated\nto the Accounts of Participants who are not Highly Compensated Employees.\nQualified Nonelective Contributions shall be allocated first to the Participant\nwith the lowest Compensation for that Plan Year and any remaining Qualified\nNonelective Contributions thereafter shall be allocated to the Participant with\nthe next lowest Compensation for that Plan Year. This allocation method shall\ncontinue in ascending order of Compensation until all such Qualified Nonelective\nContributions are allocated. The allocation to any Participant shall not exceed\nthe limits under section 415 of the Code. If two or more Participants have\nidentical Compensation, the allocations to them shall be proportional.\n\n(3) Qualified Nonelective Contributions for a Plan Year shall be contributed to\nthe Trust within twelve (12) months after the close of such Plan Year.\n\n(4) Qualified Nonelective Contributions shall only be allocated to Participants\nwho receive Compensation during the Plan Year for which such contribution is \nmade.\n\n     (d) The Administrator may, during a Plan Year, distribute to a Participant\n(or such Participant's Beneficiary if the Participant is deceased), any or all\nExcess Contributions or Excess Deferrals (whether Elective Deferrals, Matching\nContributions 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 Elective Deferrals made\non behalf of the Participant during the Plan Year would have been received had\nthe Participant originally elected to receive such amount in cash and then\ncontributed such amount as an Employee contribution. To the extent required by\nthe Internal Revenue Service, however, such recharacterized Excess Contributions\nshall continue to be treated as if such amounts were not recharacterized.\n\n(2) The Administrator shall report any recharacterized Excess Contributions as\nEmployee contributions to the Internal Revenue Service and to the affected\nParticipants at such times and in accordance with such procedures as are\nrequired by the Internal Revenue Service. The Administrator shall take such\nother actions regarding the amounts so recharacterized as may be required by the\nInternal Revenue Service.\n\n(3) Excess Contributions may not be recharacterized under this subsection more \nthan two and one-half (2 1\/2) months after the close of the Plan Year to which\nthe recharacterization relates. Recharacterization is deemed to occur when the\nParticipant is so notified (as required by the Internal Revenue Service). \n\n(4) The amount of Excess Contributions to be distributed or recharacterized\nshall be reduced by Excess Deferrals previously distributed for the taxable year\nending in the same Plan Year and Excess Deferrals to be distributed for a\ntaxable year will be reduced by Excess Contributions previously distributed or\nrecharacterized for the Plan beginning in such taxable year.\n\n     (f) (1) The Administrator may distribute any or all Excess Contributions\nfor a Plan Year in accordance with the provisions of this subsection. Such\ndistribution may only occur after the close of such Plan Year and within twelve\n(12) months of the close of such Plan Year. In the event of the termination of\nthe Plan, such distribution shall be made within twelve (12) months after such\ntermination. Such distribution shall include the income allocable to the amounts\nso distributed, as determined under this subsection. The Administrator may make\nany special allocations of earnings or losses necessary to carry out the\nprovisions of this subsection. A distribution of an Excess Contribution under\nthis subsection may be made without regard to any notice or consent otherwise\nrequired pursuant to sections 411(a)(11) and 417 of the Code.\n\n                                       20\n\n(2)(A) The income allocable to Excess Contributions distributed under this\nsubsection shall equal the allocable gain or loss for the Plan Year. Income\nincludes all earnings and appreciation, including such items as interest,\ndividends, rent, royalties, gains from the sale of property, appreciation in the\nvalue of stock, bonds, annuity and life insurance contracts, and other property,\nwithout regard to whether such appreciation has been realized.\n\n     (B) The allocable gain or loss for the Plan Year may be determined under \nany reasonable method consistently applied by the Administrator. Alternatively,\nthe Administrator may, in its discretion, determine such allocable gain or loss\nfor the Plan Year under the method set forth in subparagraph (C).\n\n     (C) Under this method, the allocable gain or loss for the Plan Year is\ndetermined by multiplying the income for the Plan Year allocable to Elective\nDeferrals (and amounts treated as Elective Deferrals) by a fraction, the\nnumerator of which is the Excess Contributions by the Participant for the Plan\nYear and the denominator of which is the total Account balance of the\nParticipant attributable to Elective Deferrals (and amounts treated as Elective\nDeferrals) as of the beginning of the Plan Year, increased by any Elective\nDeferrals (and amounts treated as Elective Deferrals) by the Participant for the\nPlan Year.\n\n(3) Amounts distributed under this subsection (or other provisions of this\nsection) shall first be treated as distributions from the Participant's\nsubaccounts in the following order: \n\n(A) from the Participant's Elective Deferrals Account (if such Excess\nContribution is attributable to Elective Deferrals);\n\n(B) from the Participant's Qualified Nonelective Contribution Account (if such \nExcess Contribution is attributable to Qualified Nonelective Contributions); and\n \n\n(C) from the Participant's Matching Contribution Account (if such Excess\nContribution is attributable to Matching Contributions). \n\n     (g)(1) The term \"Excess Contribution\" shall mean, with respect to a Plan\nYear, the excess of the Elective Deferrals (including any Qualified Nonelective\nContributions and Matching Contributions that are treated as Elective Deferrals\nunder sections 401(k)(2) and 401(k)(3) of the Code) on behalf of eligible Highly\nCompensated Employees for the Plan Year over the maximum amount of such \ncontributions permitted under sections 401(k)(2) and 401(k)(3) of the Code.\n\n(2) Any distribution of Excess Contributions for a Plan Year shall be made to \nHighly Compensated Employees on the basis of the amount of contributions by, or \non behalf of, each such Highly Compensated Employee. \n\n(3) The amount of Excess Contributions to be distributed or recharacterized \nshall be reduced by Excess Deferrals previously distributed for the taxable year\nending in the same Plan Year and Excess Deferrals to be distributed for a\ntaxable year will be reduced by Excess Contributions previously distributed or\nrecharacterized for the Plan beginning in such taxable year.\n\n          4.10 Correction of Excess Deferrals. \n\n     (a) Excess Deferrals shall be corrected as provided in this section. The \nAdministrator may also prevent anticipated Excess Deferrals as provided in this\nsection. The Administrator may use any method of correction or prevention\nprovided in this section or any combination thereof, as it determines in its\nsole discretion. A distribution of an Excess Deferral under this section may be\nmade without regard to any notice or consent otherwise required pursuant to\nsections 411(a)(11) and 417 of the Code. This section shall be administered and\ninterpreted in accordance with sections 401(k) and 402(g) of the Code.\n\n                                       21\n\n     (b) The Administrator may refuse to accept any or all prospective Elective \nDeferrals to be contributed by a Participant. \n\n     (c) (1) The Administrator may distribute any or all Excess Deferrals to the\nParticipant on whose behalf such Excess Deferrals were made before the close of\nthe Applicable Taxable Year. Distributions under this subsection include income\nallocable to the Excess Distribution so distributed, as determined under this\nsubsection.\n\n(2) Distribution under this subsection shall only be made if all the following\nconditions are satisfied: \n\n     (A) the Participant seeking the distribution designates the distribution \nas an Excess Deferral; \n\n     (B) the distribution is made after the date the Excess Deferral is received\nby the Plan; and\n\n     (C) the Plan designates the distribution as a distribution of an Excess\nDeferral.\n\n(3) The income allocable to the Excess Deferral distributed under this \nsubsection shall be determined in the same manner as under subsection (d)(3),\nexcept that income shall only be determined for the period from the beginning of\nthe Applicable Taxable Year to the date on which the distribution is made.\n\n     (d) (1) The Administrator may distribute any or all Excess Deferrals to the\nParticipant on whose behalf such Excess Deferrals were made after the close of\nthe Applicable Taxable Year. Distribution under this subsection shall only be\nmade if the Participant timely provides the notice required under subsection\n(d)(2) and such distribution is made after the Applicable Taxable Year and\nbefore the first April 15 following the close of the Applicable Taxable Year.\nDistributions under this subsection shall include income allocable to the Excess\nDeferrals so distributed, as determined under this subsection.\n\n(2) Any Participant seeking a distribution of an Excess Deferral in accordance\nwith this subsection must notify the Administrator of such request no later than\nthe first March 15 following the close of the Applicable Taxable Year. The\nAdministrator may agree to accept notification received after such date (but\nbefore the first April 15 following the close of the Applicable Taxable Year) if\nit determines that it would still be administratively practicable to make such\ndistribution in view of the delayed notification. The notification required by\nthis subsection shall be deemed made if a Participant's Elective Deferrals to\nthe Plan in any Plan Year create an Excess Deferral.\n\n(3) The income allocable to the Excess Deferral distributed under this \nsubsection shall be determined in the same manner as under section 4.9(f)(2),\nexcept that the term \"Excess Deferrals\" shall be substituted for \"Excess\nContributions\" and the term \"Applicable Taxable Year\" shall be substituted for\n\"Plan Year.\" The Administrator may make any special allocations of earnings or\nlosses necessary to carry out the provisions of this subsection.\n\n     (e) The following terms shall have the meanings specified: \n\n(1) Applicable Taxable Year. The taxable year (for federal income tax purposes)\nof the Participant in which an Excess Deferral must be included in gross income\n(when made) in accordance with section 402(g) of the Code.\n \n(2) Excess Deferral. A Participant's Elective Deferrals (and other contributions\nlimited by section 402(g) of the Code), for an Applicable Taxable Year that are\nin excess of the limits imposed by section 402(g) of the Code for such\nApplicable Taxable Year.\n\n                                       22\n\n          4.11 Correction of Excess Aggregate Contributions. \n\n     (a) Excess Aggregate Contributions shall be corrected as provided in this \nsection. The Administrator \nmay use any method of correction or prevention provided in this section or any\ncombination thereof, as it determines in its sole discretion. This section shall\nbe administered and interpreted in accordance with sections 401(k) and 401(m) of\nthe Code. \n\n     (b) The Administrator may refuse to accept any or all prospective\nElective Deferrals to be contributed to a Participant. \n\n     (c) (1) The Company may, in its sole discretion, elect to contribute, as\nprovided in section 4.1(c), a Qualified Nonelective Contribution in an amount\nnecessary to satisfy any or all of the requirements of section 4.8.\n\n(2) Qualified Nonelective Contributions for a Plan Year shall only be allocated\nto the Accounts of Participants who are not Highly Compensated Employees.\nQualified Nonelective Contributions shall be allocated first to the Participant\nwith the lowest Compensation for that Plan Year and any remaining Qualified\nNonelective Contributions thereafter shall be allocated to the Participant with\nthe next lowest compensation for that Plan Year. This allocation method shall\ncontinue in ascending order of Compensation until all such Qualified Nonelective\nContributions are allocated. The allocation to any Participant shall not exceed\nthe limits under section 415 of the Code. If two or more Participants have\nidentical Compensation, the allocations to them shall be proportional.\n\n(3) Qualified Nonelective Contributions for a Plan Year shall be contributed to\nthe Trust within twelve (12) months after the close of such Plan Year.\n\n(4) Qualified Nonelective Contributions shall only be allocated\nto Participants who receive Compensation during the Plan Year for which such\ncontribution is made. \n\n     (d) The Administrator may, during a Plan Year, distribute to a Participant\n(or such Participant's Beneficiary if the Participant is deceased), any or all\nExcess Aggregate Contributions allocable to that Participant's Account for that\nPlan Year, notwithstanding any contrary provision of the Plan. Such distribution\nmay include earnings or losses (if any) attributable to such amounts, as\ndetermined by the Administrator.\n\n     (e)(1) The Administrator may forfeit any or all Excess Aggregate \nContributions for a Plan Year in accordance with the provisions of this\nsubsection. The amounts so forfeited shall not include any amounts that are\nnonforfeitable under ARTICLE VI. \n\n(2) Any forfeitures under this subsection shall be made in accordance with\nthe procedures for distributions under subsection (f) except that such amounts\nshall be forfeited instead of being distributed. \n\n                                       23\n\n     (f) (1) The Administrator may distribute any or all Excess Aggregate \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. Such distributions\nshall be specifically designated by the Administrator as a distribution of\nExcess Aggregate Contributions. In the event of the complete termination of the\nPlan, such distribution shall be made within twelve (12) months after such\ntermination. Such distribution shall include the income allocable to the amounts\nso distributed, as determined under this subsection. The Administrator may make\nany special allocations of earnings or losses necessary to carry out the\nprovisions of this subsection. A distribution of an Excess Aggregate\nContribution under this subsection may be made without regard to any notice or\nconsent otherwise required pursuant to sections 411(a)(11) and 417 of the Code.\n\n(2) (A) The income allocable to Excess Aggregate Contributions distributed under\nthis subsection shall equal the allocable gain or loss for the Plan Year. Income\nincludes all earnings and appreciation, including such items as interest,\ndividends, rent, royalties, gains from the sale of property, appreciation in the\nvalue of stock, bonds, annuity and life insurance contracts, and other property,\nwithout regard to whether such appreciation has been realized.\n\n     (B) The allocable gain or loss for the Plan Year may be determined under \nany reasonable method consistently applied by the Administrator. Alternatively,\nthe Administrator may, in its discretion, determine such allocable gain or loss\nfor the Plan Year under the method set forth in subparagraph (C).\n\n     (C) Under this method, the allocable gain or loss for the Plan Year is\ndetermined by multiplying the income for the Plan Year allocable to employee\ncontributions, matching contributions and amounts treated as matching\ncontributions by a fraction, the numerator of which is the Excess Aggregate\nContributions for the Participant for the Plan Year and the denominator of which\nis the total Account balance of the Participant attributable to employee\ncontributions, matching contributions and amounts treated as matching\ncontributions as of the beginning of the Plan Year, increased by the employee\ncontributions, matching contributions and amounts treated as matching\ncontributions for the Participant for the Plan Year.\n\n(3) Amounts distributed under this subsection (or other provisions of this\nsection) shall first be treated as distributions from the Participant's\nsubaccounts in the following order:\n\n     (A) from the Participant's Employee After-Tax Contribution Account (if such\nExcess Aggregate Contribution is attributable to Employee After-Tax \nContributions); \n\n     (B) from the Participant's Qualified Nonelective Contribution Account (if \nsuch Excess Aggregate Contribution is attributable to Qualified Nonelective\nContributions); and\n\n     (C) from the Participant's Matching Contribution Account (if such Excess\nAggregate Contribution is attributable to Matching Contributions). \n\n     (g) (1) The term \"Excess Aggregate Contribution\" shall mean, with respect\nto a Plan Year, the excess of the aggregate amount of the matching contributions\nand employee contributions (including any Qualified Nonelective Contributions or\nelective deferrals taken into account in computing the Actual Contribution\nPercentage) actually made on behalf of eligible Highly Compensated Employees for\nthe Plan Year over the maximum amount of such contributions permitted under\nsection 401(m)(2)(A) of the Code.\n\n                                       24\n\n(2) The terms \"employee contributions\" and \"matching contributions\" shall, \nfor purposes of this section, have the meanings set forth in Treas. Reg.\nss.1.401(m)-1(f).\n\n(3) Any distribution of Excess Aggregate Contributions for a Plan Year shall be\nmade to Highly Compensated Employees on the basis of the amount of contributions\nby, or on behalf of, each such Highly Compensated Employee.\n\n          4.12 Correction of Multiple Use.\n\n     (a) If the limitations of Treas. Reg. ss.1.401(m)-2 are exceeded for any \nPlan Year, then correction shall be made in accordance with the provisions of\nthis section. This section shall be administered and interpreted in accordance\nwith sections 401(k) and 401(m) of the Code.\n\n     (b) Any correction required by this section shall be calculated and \nadministered in accordance with the provisions for correcting Excess\nContributions (in section 4.9), Excess Aggregate Contributions (in section 4.11)\nor both, as the Administrator determines in its sole discretion. Any correction\nrequired by this section, to the extent possible, shall be made only with\nrespect to those Highly Compensated Employees who are eligible in both the\narrangement subject to section 401(k) of the Code and the Plan, as subject to\nsection 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 (d)\nbelow, upon enrollment in the Plan, each Participant shall direct that the funds\nin the Participant's Account be invested in increments of one percent (1%) in\none or more of the investment options designated by the Administrator, which may\ninclude 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     (b) Matching Contributions made with respect to Plan Years beginning on and\nafter January 1, 1999 must be invested in Common Stock until the beginning of\nthe fifth (5th) Plan Year following the Plan Year for which such contributions\nare made. 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, amounts held in a\nParticipant's ESOP Contribution Account shall be invested in Common Stock.\nNotwithstanding the preceding sentence, any Participant who has attained age 55\nand completed a Period of Participation of at least ten (10) years shall be\npermitted to direct that up to twenty-five percent (25%) of the total number of\nshares of Common Stock (rounded to the nearest whole integer) allocated to the\nParticipant's ESOP Contribution Account as of the December 31 immediately\npreceding each Plan Year during the Qualified Election Period may be invested\namong the otherwise available investment options under the Plan in accordance\nwith the provisions of subsection (a) above. With respect to a qualified\nParticipant's final diversification election, fifty percent (50%) is substituted\nfor twenty-five percent (25%) in determining the amount subject to the\ndiversification 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\n\n                                       25\n\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 shall maintain\na General Motors Class H Stock Fund (\"Fund H\") and Raytheon Company Class A\nStock Fund (\"Fund I\") as investment options under the Plan, subject to the\nlimitations prescribed in this subsection (d), for four (4) complete Plan Years\nfollowing the Effective Date; provided, however, that if at any time prior to\nthe expiration of such four (4) year period, the aggregate fair market value of\nthe assets invested in either Fund H or Fund I falls below five percent (5%) of\nthe highest fair market value of the assets invested in Fund H or Fund I,\nrespectively, the Administrator may, with six (6) months written notice to\naffected Participants, eliminate Fund H or Fund I, as applicable, as investment\noptions under the Plan. Notwithstanding the foregoing, the Administrator may\neliminate one or both funds at any time if the Administrator determines in good\nfaith that such elimination is necessary under applicable law (including without\nlimitation the prudence requirements of ERISA). When Fund H and Fund I are\neliminated in accordance with this section 5.1(d), Participants with assets\ninvested in Fund H or Fund I, as applicable, shall direct the transfer of such\nassets to other funds available under the Plan or, if no such election is made,\nthe Administrator shall transfer such assets to a low risk fixed income fund as\ndetermined by the Administrator in its discretion. The only assets that may be\ninvested in Fund H or Fund I are the General Motors Class H Stock Fund and\nRaytheon Company Class A Stock Fund, respectively, directly transferred to the\nPlan in connection with the mergers identified in Section 1.1(b). A Participant\nmay not direct that any other funds in the Participant's Account be invested in\nFund H or Fund I.\n\n     (e) In its discretion, the Administrator may from time to time designate\nnew funds and, where appropriate, preclude investment in existing funds and\nprovide for the transfer of Accounts invested in those funds to other funds\nselected by the Participant or, if no such election is made, to a low risk fixed\nincome fund as determined by the Administrator in its discretion.\n\n     (f) Except as otherwise prescribed in subsections (b), (c) and (d) above, \na 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, the following\nshall apply:\n\n(1) Each Participant, Beneficiary or Alternate Payee shall affirmatively elect\nto self-direct the investment of assets in his or her Account, but such election\nmay provide for default investments in the absence of specific directions from\nsuch Participant, Beneficiary or Alternate Payee.\n\n                                       26\n\n(2) The investment directions of a Participant shall continue to apply after\nthat Participant's death or incompetence until the Beneficiary (or, if there is\nmore than one Beneficiary for that Account, all of the Beneficiaries), guardian\nor other representatives provide contrary direction.\n\n(3)  The Administrator may decline to implement investment designations if such\ninvestment, in the Administrator's judgment:\n\n    (A) would result in a prohibited transaction under section 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 Trust;\n\n    (D) would cause a Fiduciary to maintain the indicia of ownership of any\nassets of the Trust Fund outside the jurisdiction of the district courts of the\nUnited States other than as permitted by section 404(b) of ERISA and Labor\nReg.ss.2550.404(b)-1;\n\n    (E) would jeopardize the Plan's tax qualified status under the Code;\n\n    (F) could result in a loss in excess of the amount credited to the\nAccount; or\n\n    (G) would violate any other requirements of the Code or ERISA.\n\n(4) Except as otherwise prescribed in subsections (b), (c) and (d) above, the\nAdministrator may establish reasonable restrictions on the frequency with which\ninvestment directions may be given, consistent with section 404(c) of ERISA.\n\n(5) The Administrator may establish limits on the use of brokers, investment\ncounsel or other advisors that may be utilized, including specifying that all\ninvestments must be made through a designated broker or brokers.\n\n(6) The Administrator may establish limits on the types of investments that are\npermitted.\n\n     (h) Except as otherwise prescribed in subsections (b), (c) and (d) above,\nthe Administrator shall establish such rules and procedures as may be advisable\nor necessary to carry out the provisions of this section, with such rules and\nprocedures being consistent with section 404(c) of ERISA.\n\n     (i) The Administrator shall establish such rules and procedures as may be\nadvisable or necessary to reasonably ensure that all transactions involving the\ninvestment funds comply with all applicable laws, including 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                                       27\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         5.6      Allocation of Earnings.\n\n     (a)(1) The Administrator, as of each Valuation Date, shall adjust the \namounts credited to the Accounts (including Accounts for persons who are no\nlonger Employees) so that the total of such Account balances equals the fair\nmarket 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                                       28\n\n(2) To the extent that separate investment funds are established (as provided in\nsection 5.1(a)), the adjustments required by subsection (a)(1) shall be made by\napplying subsection (a)(1) separately for each such investment fund so that any\nchanges in the net worth of each such investment fund are charged or credited to\nthe portion of each Account invested in such investment fund in the ratio that\nthe portion of each such Account invested in such investment fund as of the\npreceding Valuation Date (reduced by any distributions made from that portion of\nsuch Account since that Valuation Date) bears to the total amount credited to\nsuch investment funds as of that Valuation Date (reduced by distributions made\nfrom such investment fund since that Valuation Date).\n\n(3)  Interim valuations, in accordance with the foregoing procedure, may be \nmade at such time or times as the Administrator directs.\n\n     (b) The Administrator may, in its sole discretion, direct the Trustee to\nsegregate and separately invest any Trust Fund assets. If any assets are\nsegregated 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, Qualified Nonelective Contribution and ESOP Contribution Accounts.\nEach Participant shall have a nonforfeitable right to all amounts in the\nParticipant's Elective Deferral, Employee After-Tax Contribution, Rollover\nContribution, Qualified Nonelective Contribution and ESOP Contribution Accounts.\n\n         6.2 Matching Contribution Account.\n\n     (a) Each Participant who performs an Hour of Service on or after January 1,\n1999, shall have a nonforfeitable right to his or her entire Account, including\nthe Participant's Matching Contribution Account. \n\n     (b) Each Participant who does not perform an Hour of Service on or after \nJanuary 1, 1999 shall have a nonforfeitable right to his or her Matching\nContribution Account in accordance with the terms of the Plan as in effect\nbefore January 1, 1999 (or, if more favorable, under the terms of the transferee\nplan in the case of a direct transfer of assets to the Plan in accordance with\nsections 1.1(b) and 4.5(c)). For this purpose, before January 1, 1999, the Plan\nprovided that each Participant would have a nonforfeitable right to his or her\nMatching Contribution Account upon the earliest of:\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) \nyears; \n\n(3) the Participant's Retirement, death while an Employee, Disability or\nattainment of Normal Retirement Age; or \n\n(4) in the case of a Participant who formerly participated in the Raytheon\nSalaried Savings and Investment Plan (10011) and the Raytheon California Hourly\nSavings and Investment Plan (10012), the Participant's Layoff or Severance from\nService due to Qualified Military Service.\n\n                                       29\n\n     (c) For purposes of this section 6.2, all Hours of Service as a Leased \nEmployee, if any, shall be taken into account for purposes of determining a\nParticipant's nonforfeitable right to his or her Matching Contribution Account,\neven though Leased Employees are not eligible to participate in the Plan.\n\n         6.3 Forfeitures.\n\n     (a) In the event that a Participant incurs a Severance from Service before\nattaining a nonforfeitable right to his or her Matching Contributions, the\nMatching Contribution Account will be forfeited as of the first day of the month\nimmediately following the earliest of: (i) the date on which the Participant\nincurs a Period of Severance of five (5) consecutive years; (ii) death; or (iii)\nthe date on which the Participant's Elective Deferral Account is distributed in\naccordance with ARTICLE VIII. Forfeitures of Matching Contributions will be used\nto 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 his or her Elective Deferral Account\nwhen he or she did not have a nonforfeitable right to his or her Matching\nContribution Account, the Matching Contributions that were forfeited, unadjusted\nby any subsequent gains or losses, shall be restored if he or she again becomes\nan Employee before incurring a Period of Severance of five (5) consecutive\nyears.\n\n         6.4 Break in Service Rules\n\n     (a) Periods of Service. In determining the length of a Period of Service, \nthe Administrator shall include all Periods of Service, except the following\nPeriods of Service shall not be taken into account:\n\n         (1) in the case of a Participant who has never had a vested account\n             balance, the Period of Service before any Period of Severance which\n             equals or exceeds five (5) consecutive years; and \n\n         (2) in the case of a Participant who has had a vested account balance\n             and who has incurred a Period of Severance which equals or exceeds\n             five (5) years, the Period of Service after such Period of\n             Severance shall not be taken into account for purposes of\n             determining the nonforfeitable interest of such Participant in\n             the Matching Contributions allocated to his or her Account before \n             such Period of Severance.\n\n     (b) Periods of Severance. In determining the length of a Period of Service,\nthe Administrator shall include any period of time beginning on an Employee's\nSeverance from Service Date and ending on the date on which he or she is next\ncredited with an Hour of Service, provided that such Hour of Service is credited\nwithin the twelve- (12) consecutive month period following such Severance from\nService Date.\n\n     (c) Other Periods. In making the determinations described in subsections \n(a) and (b) of this section, the second, third, and fourth consecutive years of\na Layoff (from the first anniversary of the last day paid to the fourth\nanniversary of the last day paid) and any period in excess of one (1) year of an\nAuthorized Leave of Absence shall be regarded as neither a Period of Service nor\na Period of Severance.\n\n                                       30\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 7.5, a \nParticipant 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 this section, a\nParticipant must satisfy the requirements of both subsection (c) and subsection\n(d). Whether a Participant is entitled to a withdrawal under this section is to\nbe determined by the Administrator in accordance with nondiscriminatory and\nobjective standards.\n\n     (c)(1) A Participant will be deemed to have experienced an immediate and\nheavy financial need necessary to satisfy the requirements of this subsection if\nthe withdrawal is on account of:\n\n(A) medical expenses described in section 213(d) of the Code incurred by\nthe Participant, the Participant's spouse or any dependents of the Participant;\n\n(B) the purchase (excluding mortgage payments) of a principal residence\nof the Participant;\n\n(C) payment of tuition for the next twelve (12) months of post-secondary\neducation for the Participant or his or her spouse, children or dependents; or\n\n(D) the need to prevent the eviction of the Participant from his or her\nprincipal residence or the foreclosure on the mortgage of the Participant's \nprincipal residence.\n\n     (d)(1) A withdrawal under this subsection will be deemed necessary to\nsatisfy an immediate and heavy financial need of the Participant if it satisfies\nthe requirements of this subsection. To the extent the amount of the withdrawal\nwould be in excess of the amount required to relieve the financial need of the\nParticipant or to the extent such need may be satisfied from other resources\nthat are reasonably available to the Participant, such withdrawal shall not\nsatisfy the requirements of this subsection. For purposes of this subsection, a\nParticipant's resources shall be deemed to include those assets of his or her\nspouse or minor children that are reasonably available to the Participant.\n\n     (2)  A withdrawal may be treated as necessary to satisfy a financial need \nif the Administrator reasonably relies upon the Participant's representation\nthat the need cannot be relieved: \n\n(A) through reimbursement or compensation by insurance or otherwise; \n\n(B) by reasonable liquidation of the Participant's assets to the extent such\nliquidation would not itself cause an immediate and heavy financial need;\n\n(C)  by cessation of Elective Deferrals under the Plan for at least twelve (12)\nmonths after receipt of the hardship withdrawal; or\n\n(D)  by other distributions or nontaxable (at the time of the loan) loans\nfrom plans maintained by the Adopting Employers or by any other employer or by\nborrowing from commercial sources on reasonable commercial terms.\n\n                                       31\n\n     (e) If a Participant receives a withdrawal for reasons of financial \nhardship, the Participant's Elective Deferrals shall be reduced to four percent\n(4%) (or such lower percentage as the Participant shall thereafter designate),\nif in excess thereof as of the date of the distribution, and shall not be\nincreased during the twelve (12) months immediately subsequent to the date of\ndistribution.\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.  Subject to the terms and conditions \nprescribed in section 7.5, after completion of a Period of Participation of five\n(5) years or more, a Participant may withdraw all or a portion of his or her\nMatching Contribution Account.\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) will \nnot 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     (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 generally be \nmade in cash. However, in-service withdrawals from Accounts invested in Common\nStock, General Motors Class H common stock or Raytheon Company Class A common\nstock will be made in cash or stock (with cash for fractional or unissued\nshares) as elected by the Participant.\n\n     (e) Funds for in-service withdrawals will be taken on a pro-rata basis \nagainst the Participant's investment balances in his or her Account.\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 it deems\nnecessary, in its sole discretion, to properly administer the in-service\nwithdrawal provisions in this ARTICLE.\n\n                                       32\n\n                                  ARTICLE VIII\n\n                           Distribution of Benefits\n         8.1  General.\n\n     (a) Except as otherwise provided in Exhibit B to this Plan (or otherwise \nrequired by section 4.5(b)), all benefits payable under this Plan shall be paid\nin the manner and at the times specified in this ARTICLE.\n\n     (b) All payment methods and distributions shall comply with the\nrequirements of sections 401(a)(4) and 401(a)(9) of the Code and the regulations\nthereunder 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 distribution of\nthe nonforfeitable portion of his or her Account upon Severance from Service \n(or if earlier, an event described in subsections (e)(3), (4) and (5)).\n\n     (b) Except as otherwise provided in this section 8.2, payment of benefits \nto a Participant (or Beneficiary) shall commence within a reasonable period of\ntime following the Participant's Severance from Service (or if earlier, an event\ndescribed in subsections (e)(3), (4) and (5)).\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(2)  the tenth (10th) anniversary of the date on which Participant commenced\n     participation in the Plan; or\n(3)  Participant's Severance from Service.\n\n     (e) Distribution of the nonforfeitable portion of a Participant's Account \nattributable to Elective Deferrals and Qualified Nonelective Contributions shall\ngenerally commence in accordance with the general provisions of this section \n8.2, but in no event before the earliest of:\n\n                                       33\n\n(1) the Participant's Severance from Service;\n(2) the Participant's attainment of age fifty-nine and one-half (59 1\/2);\n(3) the termination of the Plan without establishment or maintenance of another\n    defined contribution plan (other than an employee stock ownership plan);\n(4) the disposition of substantially all of the assets used by the Employer in a\n    trade or business of the Employer but only with respect to an Employee who\n    continues employment with the entity acquiring such assets;\n(5) the disposition of the Employer's interest in a subsidiary, but only with\nrespect to an Employee who continues employment with such subsidiary.\n\n     (f) A Participant who has attained age seventy and one-half (70 1\/2) and is\nsubject to the mandatory distribution requirements of section 401(a)(9) of the\nCode shall receive a lump sum distribution of his or her entire Account at the\ntime distributions must commence in order to comply with such requirements. If\nadditional amounts are allocated to such Participant's Account following such\nlump sum distribution, additional lump sum distributions of his or her entire\nAccount shall be made at such times any mandatory distributions are required to\ncomply with section 401(a)(9) of the Code. Such payments shall be made\nnotwithstanding any contrary provisions of the Plan or election made by such\nParticipant.\n\n     (g) If a Participant dies before the time when distribution is considered\nto have commenced in accordance with applicable regulations, then any remaining\nnonforfeitable portion of the Participant's Account shall be distributed within\nfive (5) years after the Participant's death. If a distribution is considered to\nhave commenced in accordance with the applicable regulations before the\nParticipant's death, the remaining nonforfeitable portion of the Participant's\nAccount shall be distributed at least as rapidly as under the method of\ndistribution 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 form of a \nsingle, lump-sum payment of the entire nonforfeitable portion of the\nParticipant's Account. \n\n     (b) Distribution of the nonforfeitable portion of the Participant's Account\nthat is invested in Common Stock, Raytheon Company Class A common stock (if any)\nor General Motors Class H common stock (if any) shall be made in cash or \nin-kind, at the election of the Participant (or Beneficiary). All other\ndistributions under the Plan shall be made in cash (or cash equivalent).\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 distribution that\nwould otherwise be paid as an Eligible Rollover Distribution shall instead be\ntransferred as a Direct Rollover.\n\n     (b) The Administrator shall determine and apply rules and procedures as it\ndeems reasonable with respect to Direct Rollovers. The Administrator may change\nsuch rules and procedures from time to time and shall not be bound by any\nprevious rules and procedures it has applied.\n\n                                       34\n\n     (c) The following terms shall have the meanings specified:\n\n(1) Direct Rollover.  An available distribution that is paid directly to an\nEligible Retirement Plan for the benefit of the distributee.\n\n(2) Distributee.  A Participant or former Participant.  In addition, the\nParticipant's or former Participant's Surviving Spouse or former spouse who is\nthe Alternate Payee under a Qualified Domestic Relations Order, as defined in\nsection 414(p) of the Code, are Distributees with regard to the interest of the\nspouse or former spouse.\n\n(3) Eligible Retirement Plan.  An individual retirement account described in\nsection 408(a) of the Code, an individual retirement annuity (other than an\nendowment contract) described in section 408(b) of the Code, a qualified trust\ndescribed in section 401(a) of the Code if such qualified trust is part of a\nplan that permits acceptance of Direct Rollovers or an annuity plan described in\nsection 403(a) of the Code. In the case of a Direct Rollover for the benefit of\nthe spouse or former spouse of a Participant, the term \"Eligible Retirement\nPlan\" shall only include an individual retirement account described in section\n408(a) of the Code and an individual retirement annuity (other than an endowment\ncontract) described in section 408(b) of the Code.\n\n(4) Eligible Rollover Distribution.  Any distribution under the Plan to a\nParticipant, a Participant's spouse or a Participant's former spouse, except fo\nthe following:\n\n     (A) Any distribution to the extent the distribution is required under\nsection 401(a)(9) of the Code.\n\n     (B) The portion of any distribution that is not includable in gross\nincome (determined without regard to the exclusion for net unrealized\nappreciation described in section 402(e)(4) of the Code).\n\n     (C) Returns of elective deferrals described in Treas. Reg. \nss.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 and excess deferrals\nunder qualified cash or deferred arrangements as described in Treas. Reg. \nss.1.401(k)-1(f)(4) and ss.1.402(g)-1(e)(3), respectively, and corrective \ndistributions of excess aggregate contributions as described in Treas. Reg.\nss.1.401(m)-1(e)(3), together with the income allocable to these corrective \ndistributions.\n\n     (E) Loans treated as distributions under section 72(p) of the Code and\nnot 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 described in section 404(k)\nof the Code.\n\n     (H)  The costs of life insurance coverage.\n\n     (I)  Similar items designated by the Internal Revenue Service in revenue\nrulings, notices, and other guidance of general applicability.\n\n                                       35\n\n         8.6 Notice and Payment Elections.\n\n     (a) The Administrator shall provide Participants or other Distributees of\nEligible Rollover Distributions with a written notice designed to comply with\nthe requirements of section 402(f) of the Code. Such notice shall be provided\nwithin a reasonable period of time before making an Eligible Rollover\nDistribution.\n\n     (b) Any elections concerning the payment of benefits under this ARTICLE \nshall be made on a form prescribed by the Administrator. The Participant or\nother Distributee shall submit a completed form to the Administrator at least\nthirty (30) days before payment is scheduled to commence, unless the\nAdministrator agrees to a shorter time period. Any election made under this\nsection shall be revocable until thirty (30) days before payment is scheduled to\ncommence.\n\n     (c) An election to have payment made in a Direct Rollover shall only be\nvalid if the Participant or other Distributee provides adequate information to \nthe Administrator for the implementation of such Direct Rollover and such\nreasonable verification as the Administrator may require that the transferee is\nan Eligible Retirement Plan.\n\n         8.7  Qualified Domestic Relations Orders.\n\n     (a) Notwithstanding any contrary provision of the Plan, payments shall be\nmade in accordance with any judgment, decree or order determined to be a\nQualified Domestic Relations Order.\n\n     (b)(1) If the Plan receives a Domestic Relations Order, the Administrator\nshall promptly notify the Participant and each Alternate Payee of the receipt of\nsuch order and of the Plan's procedures for determining whether such order is a\nQualified Domestic Relations Order. The Administrator shall, within a reasonable\nperiod after receipt of such order, determine whether it is a Qualified Domestic\nRelations Order and notify the Participant and each Alternate Payee of that\ndetermination.\n\n(2) During any period in which the issue of whether a Domestic Relations Order \nis a Qualified Domestic Relations Order is being determined, the Administrator\nshall separately account for the amounts that would have been payable to the\nAlternate Payee during such period if the order had been determined to be a\nQualified Domestic Relations Order.\n\n     (c)(1) A Domestic Relations Order meets the requirements of this subsection\nonly if such order clearly specifies the following:\n\n(A) the name and last known mailing address (if any) of the Participant and the\nname and mailing address of each Alternate Payee covered by the order;\n\n(B) the amount or the percentage of the Participant's benefits to be paid by \nthe Plan to each such Alternate Payee or the manner in which such amount or\npercentage is to be determined; \n\n(C) the number of payments or period to which such order applies; and\n\n(D) each plan to which such order applies.\n\n        (2) A Domestic Relations Order meets the requirements of this\nsubsection only if such order does not:\n\n                                       36\n\n(A) require the Plan to provide any type or form of benefit or any option not \notherwise provided under the Plan;\n\n(B) require the Plan to provide increased benefits (determined on the basis of\n actuarial value); and\n\n(C) does not require the payment of benefits to an Alternate Payee that is\nrequired to be paid to another Alternate Payee under another order previously\ndetermined to be a Qualified Domestic Relations Order.\n\n     (d) A domestic relations order shall not be treated as failing to meet the\nrequirements of section 8.7(c)(2)(A) solely because such order requires that\npayment of benefits be made to an Alternate Payee:\n\n(1) in the case of any payment before a Participant has separated from service,\non after the date on which the Participant attains (or would have attained) the\nEarliest Retirement Date;\n \n(2) as if the Participant had retired on the date on which such payment is to\nbegin under such order (but taking into account only the present value of the\nbenefits actually accrued and not taking into account the present value of any\nemployer subsidy for early retirement); and\n\n(3) in any form in which such benefits may be paid under the Plan to the\nParticipant (other than in the form of a qualified joint and survivor annuity\nwith respect to the Alternate Payee and his or her subsequent spouse).\n\n     (e) A domestic relations order shall not be treated as failing to meet the\nrequirements of section 8.7(c)(2)(A) solely because such order requires that\npayment of benefits be made to an Alternate Payee at a date before the\nParticipant is entitled to receive a distribution. Such distribution shall be\nmade to such Alternate Payee notwithstanding any contrary provision of the Plan.\n\n     (f) The following terms shall have the meanings specified:\n\n(1) Alternate Payee.  Any spouse, former spouse, child or other dependent of a\nParticipant who is recognized by a Domestic Relations Order as having a right to\nbenefits under the Plan with respect to such Participant.\n\n(2) Domestic Relations Order.  A judgment, decree or order relating to child\nsupport, alimony or marital property rights, as defined in section 414(p)(1)(B)\nof the Code.\n                           \n(3) Earliest Retirement Date.  The earlier of:\n\n    (A) the date on which the Participant is entitled to a distribution under\nthe Plan; or\n\n    (B)  the later of: (i) the date the Participant attains age fifty (50); or\n                      (ii) the earliest date on which the Participant could \nbegin receiving benefits under the Plan if the Participant separated from \nservice.\n\n(4) Qualified Domestic Relations Order. A Domestic Relations Order that \nsatisfies the requirements of subsection (c) and section 414(p)(1)(A) of the\nCode.\n\n\n\n                                       37\n\n     (g) If an Alternate Payee entitled to payment under this section is the \nspouse or former spouse of a Participant and payment will otherwise be made in\nan Eligible Rollover Distribution, then such spouse or former spouse may elect\nthat all, or any portion, of such payment shall instead be transferred as a\nDirect Rollover. Such Direct Rollover shall be governed by the requirements of\nsection 8.5.\n\n     (h) If a Domestic Relations Order directs that payment be made to an \nAlternate 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 accordance with \nsection 414(p) of the Code.\n\n         8.8 Designation of Beneficiary.\n\n     (a) A Participant may designate a Beneficiary (including successive or\ncontingent Beneficiaries) in accordance with this section 8.8. Such designation\nshall be on a form prescribed by the Administrator, may include successive or\ncontingent Beneficiaries, shall be effective upon receipt by the Administrator\nand shall comply with such additional conditions and requirements as the\nAdministrator shall prescribe. The interest of any person as Beneficiary shall\nautomatically cease on his or her death and any further payments from the Plan\nshall be made to the next successive or contingent Beneficiary.\n\n     (b) A Participant may change his or her Beneficiary designation from time \nto time, without the consent or knowledge of any previously designated\nBeneficiary, by filing a new Beneficiary designation form with the Administrator\nin accordance with subsection (a).\n\n     (c) If a Participant dies without a designated Beneficiary surviving, the\nperson or persons in the following class of successive beneficiaries surviving,\nany testamentary devise or bequest to the contrary notwithstanding, shall be\ndeemed to be the Participant's Beneficiary: the Participant's (1) spouse, (2)\nchildren and issue of deceased children by right of representation, (3) parents,\n(4) brothers and sisters and issue of deceased brothers and sisters by right of\nrepresentation, or (5) executors or administrators. If no Beneficiary can be\nlocated during a period of seven (7) years from the date of death, the\nParticipant's Account shall be treated in the same manner as a forfeiture under\nsection 6.3(a).\n\n     (d) Notwithstanding the foregoing provisions of this section, if a\nParticipant is married at the time of his or her death, such Participant shall\nbe deemed to have designated his or her surviving spouse as Beneficiary, unless\nsuch Participant has filed a Beneficiary designation under subsection (a) and\nsuch spouse has consented in writing to the election (acknowledging the effect\nof the election and specifically acknowledging the nonspouse Beneficiary) and\nsuch consent was witnessed by either the Administrator (or its delegate) or a\nnotary 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                                       38\n\n         8.9 Lost Participant or Beneficiary.\n\n     (a) All Participants and Beneficiaries shall have the obligation to keep \nthe Administrator informed of their current address until such time as all \nbenefits due have been paid.\n\n     (b) If any amount is payable to a Participant or Beneficiary who cannot be\nlocated to receive such payment, such amount may, at the discretion of the\nAdministrator, be forfeited; provided, however, that if such Participant or\nBeneficiary subsequently claims the forfeited amount, it shall be reinstated and\npaid to such Participant or Beneficiary. Such reinstatement may, in the\nAdministrator's sole discretion, be made from contributions by one or more\nAdopting Employers, forfeitures or Trust earnings, and shall be treated as a\nspecial allocation that supersedes the normal allocation rules.\n\n     (c) If the Administrator has not, after due diligence, located a \nParticipant 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         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. Loans will be made available to all\nParticipants on a reasonably equivalent basis and will not be made available to\nHighly Compensated Employees in an amount greater than the amount made available\nto other employees. Participants who have incurred a Severance from Service will\nnot be eligible for a Plan loan.\n\n         9.2 Minimum Amount of Loan.  No loan of less than five hundred\n dollars ($500) will be permitted.\n\n                                       39\n\n         9.3 Maximum Amount of Loan.  No loan in excess of fifty percent (50%) \nof the Participant's nonforfeitable Account balance will be permitted. In\naddition, limits imposed by the Internal Revenue Code and any other requirements\nof applicable statute or regulation will be applied. Under the current\nrequirements of the Internal Revenue Code, a loan cannot exceed the lesser of\none-half (1\/2) of the value of the Participant's nonforfeitable Account balance\nor fifty thousand dollars ($50,000) reduced by the excess of (a) the highest\noutstanding balance of loans from the Plan during the one-year period ending on\nthe day before the date on which such loan was made over (b) the outstanding\nbalance of loans 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         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 9.2 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 each calendar quarter and such rate will apply to\nloans which are made at any time during each respective calendar quarter.\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                                       40\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                                   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 Participant's Account\nfor 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 Compensation for that\nLimitation 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, 2000, if \na Participant is participating in both a Defined Contribution Plan and a Defined\nBenefit Plan of the Employer, then the sum of the Defined Contribution Fraction\nand the Defined Benefit Fraction for any Limitation Year shall not exceed 1.0.\n\n     (b) If the sum of the Defined Contribution Fraction and the Defined Benefit\nFraction would exceed 1.0, then the annual benefits under the Defined Benefit\nPlan shall be reduced to the extent necessary so that the sum of such fractions\ndoes 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                                       41\n\n         10.4 Excess Amounts.\n\n     (a) The foregoing limits shall be limits on the allocation that may be made\nto a Participant's Account in any Limitation Year. If an excess Annual Addition\nwould otherwise result from allocation of forfeitures, reasonable errors in\ndetermining Compensation or other comparable reasons, then the Administrator may\ntake any (or all) of the following steps to prevent the excess Annual Additions\nfrom being allocated:\n\n(1) return any contributions from the Participant, as long as such return is\nnondiscriminatory;\n\n(2) hold the excess amounts unallocated in a suspense account and apply the\nbalance of the suspense account against Matching or ESOP Contributions for that\nParticipant made in succeeding years;\n\n(3) hold the excess amounts unallocated in a suspense account and apply the\nbalance of the suspense account against succeeding year Matching or ESOP \nContributions; \n\n(4) reallocate the excess amounts to other Participants.\n\n     (b) Any suspense account established under this section shall not be \ncredited with income or loss unless otherwise directed by the Administrator. If\na suspense account under this section is to be applied in a subsequent\nLimitation Year, then the amounts in the suspense account shall be applied\nbefore 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 additions (not including\nRollover Contributions) to a Participant's Account as a result of:\n\n     (A) Employer contributions (including Matching Contributions, ESOP\nContributions, Qualified Nonelective Contributions and Elective Deferrals);\n\n     (B) Employee contributions;\n\n     (C) forfeitures; and\n                                    \n     (D) amounts described in Code sections 415(l)(1) and 419A(d)(2).\n\n(2)(A) Defined Benefit Fraction.  A fraction, the numerator of which is the\nProjected Annual Benefit of the Participant under all Defined Benefit Plans of\nthe Employer (determined as of the close of the Limitation Year) and the\ndenominator of which is the Projected Annual Benefit the Participant would have\nunder such plans (determined as of the close of the Limitation Year) if such\nplans provided an annual benefit equal to the lesser of:\n\n              (i) the product of 1.25 multiplied by ninety thousand dollars\n($90,000); or\n\n                                       42\n\n             (ii) the product of 1.4 multiplied by one hundred percent (100%)\nof the Participant's average Compensation for the Participant's three (3)\nconsecutive Years of Service that produce the highest average Compensation.\n\n     (B) For purposes of determining the Defined Benefit Fraction of a \nParticipant (i) who was employed by an Adopting Employer on December 18, 1997\nand immediately prior thereto was employed by General Motors Corporation or one\nof its affiliates or (ii) who transferred to an Adopting Company from General\nMotors Corporation or one of its affiliates after such date and before December\n1, 1998, service for and Compensation received from General Motors Corporation\nand its affiliates, if any, shall be taken into account, and the Projected\nAnnual Benefit under any Defined Benefit Plan of the Employer shall not be\nreduced as a result of the transfer of any assets or liabilities from a Defined\nBenefit Plan maintained by General Motors Corporation and its affiliates.\n\n(3) Defined Benefit Plan.  Any plan qualified under section 401(a) of the Code\nthat is not a Defined Contribution Plan.\n\n(4)(A)  Defined Contribution Fraction.  A fraction, the numerator of which is\nthe sum of the Annual Additions to the Participant's Accounts as of the close of\nthe Limitation Year, and the denominator of which is equal to the sum of the\nlesser of the following amounts determined for such Limitation Year and for each\nprior year of service with the Employer:\n\n              (i) the product of 1.25 multiplied by thirty thousand dollars\n($30,000); or\n\n             (ii) the product of 1.4 multiplied by twenty-five percent (25%)\nof the Participant's Compensation.\n                                    \n     (B) For purposes of determining the Defined Contribution Fraction of a\nParticipant, services performed for, Compensation paid by and Annual Additions\nmade by General Motors Corporation or any of its affiliates shall not be taken\ninto account.\n\n(5) Defined Contribution Plan.  A plan qualified under section 401(a) of the \nCode that provides an individual account for each Participant and benefits based\nsolely on the amount contributed to the Participant's Account, plus any income,\nexpenses, gains and losses, and forfeitures of other Participants which may be\nallocated to such Participant's account.\n\n(6) Limitation Year.  The Plan Year, until the Employer adopts a different\nLimitation Year.\n\n(7)  Projected Annual Benefit.  The annual benefit to which a Participant would\nbe entitled, assuming:\n\n     (A) the Participant continues in employment until Normal Retirement Age\nunder the Plan;\n\n     (B) the Participant's Compensation for the Limitation Year remains the\nsame until such Normal Retirement Age; and\n\n     (C) all other relevant factors under the Plan for the Limitation Year\nwill remain constant.\n\n                                       43\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 Participant's\nAccount attributable to Matching and ESOP Contributions shall be vested in\naccordance with this section, in lieu of ARTICLE VI, to the extent this section\nproduces a greater degree of vesting. This section shall only apply to\nParticipants 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 attributable to \nMatching 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 (b) shall no\nlonger be applicable; provided, however, that in no event shall the vested\npercentage of any Participant be reduced by reason of the Plan ceasing to be a\nTop-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         11.3 Minimum Contribution.\n\n     (a) For each Plan Year that the Plan is a Top-Heavy Plan, the Adopting \nEmployers shall make a contribution to be allocated directly to the Account \nof each Non-Key Employee.\n\n     (b) The amount of the contribution (and forfeitures) required to be \ncontributed and allocated for a Plan Year by this section is three percent (3%)\nof the Top-Heavy Compensation for that Plan Year of each Non-Key Employee who is\nboth a Participant and an Employee on the last day of the Plan Year for which\nthe 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\n                                       44\n\n     (c) The contribution required by this section shall be reduced for a Plan \nYear to the extent of any contributions made and allocated under this Plan (as\npermitted under section 416 of the Code and the regulations thereunder). In\naddition, to the extent a Participant participates in any other plans of the\nEmployer for a Plan Year, the contribution required by this section shall be\nreduced by any contributions allocated or benefits accrued under any such plans.\nElective Deferrals shall be treated as if they were contributions for purposes\nof determining any minimum contributions required under subsection (b).\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 aggregation group\" and\nany plan that is part of a \"permissive aggregation group\" that the Adopting \nEmployers treat as an Aggregated Plan.\n\n     (B) The \"required aggregation group\" consists of each plan of the\nAdopting 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 plan not included\nin the \"required aggregation group\" if the Aggregated Plan described in\nsubparagraph (A) above would continue to meet the requirements of section\n401(a)(4) and 410 of the Code with such additional plan being taken into\naccount.\n\n(2) Determination Date. The last day of the preceding Plan Year, or, in the case\nof the first plan year of any plan, the last day of such plan year. The\ncomputations made on the Determination Date shall utilize information from the\nimmediately preceding Valuation Date.\n\n(3) Key Employee.\n\n    (A) An Employee (or former Employee) who, at any time during the Plan\nYear containing the Determination Date or any of the four (4) preceding Plan\nYears, is:\n\n          (i) An officer of one of the Adopting Employers with annual\nTop-Heavy Compensation for the Plan Year greater than fifty percent (50%) of the\namount in effect under section 415(b)(1)(A) of the Code for the calendar year in\nwhich that Plan Year ends;\n\n         (ii) one of the ten (10) Employees owning (or considered as\nowning under section 318 of the Code) the largest interest in one of the\nAdopting Employers, who has more than one-half of one percent (.5%) interest in\nsuch Adopting Employer, and who has annual Top-Heavy Compensation for the Plan\nYear at least equal to the maximum dollar limitation under section 415(c)(1)(A)\nof the Code for the calendar year in which that Plan Year ends;\n\n       (iii)  a five percent (5%) or greater shareholder in one of the\nAdopting Employers; or\n\n                                       45\n\n        (iv) a one percent (1%) shareholder in one of the Adopting Employers\nwith annual Top-Heavy Compensation from the Adopting Employer of more\nthan one hundred fifty thousand dollars ($150,000).\n\n     (B)  For purposes of paragraphs (3)(A)(iii) and (3)(A)(iv), the rules of\nsection 414(b), (c) and (m) of the Code shall not apply. Beneficiaries of an\nEmployee shall acquire the character of such Employee and inherited benefits\nwill retain the character of the benefits of the Employee who performed\nservices.\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 of the present value\nof the cumulative accrued benefits and accounts for Key Employees exceeds ninety\npercent (90%) of the comparable sum determined for all Employees. The foregoing\ndetermination shall be made in the same manner as the determination of a\nTop-Heavy Plan under this section.\n\n(6) Top-Heavy Compensation. The term Top-Heavy Compensation shall have the same\nmeaning as the term Compensation has under section 2.13.\n\n(7) Top-Heavy Plan.  The Plan is a Top-Heavy Plan for a Plan Year if, as of the\nDetermination Date for that Plan Year, the sum of (i) the present value of the\ncumulative accrued benefits for Key Employees under all Defined Benefit Plans\nthat are Aggregated Plans and (ii) the aggregate of the accounts of Key\nEmployees under all Defined Contribution Plans that are Aggregated Plans exceeds\nsixty percent (60%) of the comparable sum determined for all Employees. For\npurposes of determining whether the Plan is top-heavy, a Participant's accrued\nbenefit in a defined benefit plan will be determined under a uniform accrual\nmethod which applies in all defined benefit plans maintained by the Employer or,\nwhere there is no such method, as if such benefit accrued not more rapidly than\nthe slowest rate of accrual permitted under the fractional rule of section\n411(b)(1)(C) of the Code.\n\n(8) Years of Top-Heavy Service.  The Period of Service with the Adopting \nEmployers that might be counted under section 411(a) of the Code, disregarding\nall service that may be disregarded under section 411(a)(4) of 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 cumulative accrued \nbenefit for any Participant or the amount of the Account of any Participant,\nsuch present value or amount shall be increased by the aggregate distributions\nmade with respect to such Participant under the Plan during the Plan Year that\nincludes the Determination Date and the four (4) preceding Plan Years (if such\namounts would otherwise have been omitted).\n\n     (b) (1) In the case of unrelated rollovers and transfers, (i) the plan\nmaking 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                                       46\n\n(2)  In the case of related rollovers and transfers, the plan making the\ndistribution or transfer is not to count the distribution or transfer under\nsection 416(g)(3) of the Code, and the plan accepting the rollover or transfer\ncounts the rollover or transfer in the present value of the accrued benefits.\nFor this purpose, rollovers and transfers are to be considered related if they\nare not unrelated under subsection (b)(1).\n\n     (c) If any individual is a Non-Key Employee with respect to any plan for\nany Plan Year, but such individual was a Key Employee with respect to such plan\nfor any prior Plan Year, any accrued benefit for such Employee (and the account\nof such Employee) shall not be taken into account.\n\n     (d) Beneficiaries of Key Employees and former Key Employees are considered\nto be Key Employees and Beneficiaries of Non-Key Employees and former Non-Key\nEmployees are considered to be Non-Key Employees.\n\n     (e) The accrued benefit of an Employee who has not performed any service \nfor the Adopting Employer maintaining the Plan at any time during the five (5)\nyear period ending on the Determination Date is excluded from the calculation to\ndetermine top-heaviness. However, if an Employee performs no services, such\nEmployee's total accrued benefit is included in the calculation for\ntop-heaviness.\n\n         11.6 Adjustment of Limitations.\n\n     (a) If this section is applicable, then the contribution and benefit\nlimitations in section 10.5 shall be reduced. Such reduction shall be made by\nmodifying section 10.5(a)(2)(A) of the definition of Defined Benefit Fraction to\ninstead be \"(i) the product of 1.0 multiplied by ninety thousand dollars\n($90,000), or\" and by modifying section 10.5(a)(4)(A) of the definition of\nDefined Contribution Fraction to instead be \"(i) the product of 1.0 multiplied\nby thirty thousand dollars ($30,000), or\".\n\n     (b) This section shall be applicable for any Plan Year in which either:\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 Top-Heavy Plan)\nand provides contributions (other than Rollover Contributions and forfeitures to\nthe Account of any Non-Key Employee in an amount less than four percent (4%) of\nsuch Participant's Top-Heavy Compensation, as determined in accordance with\nsection 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                                       47\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\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                                       48\n\n     (a) Determination of all questions which may arise under the Plan with \nrespect to questions of fact and law, including without limitation eligibility\nfor participation, administration of Accounts, membership, vesting, loans,\nwithdrawals, accounting, status of Accounts, stock ownership and voting rights,\nand any other issue requiring interpretation or application of the Plan.\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 from the \nPlan or reconcile any inconsistency therein.\n\n     (d) Filing appropriate reports with the government as required by law.\n\n     (e) Appointment of a Trustee or Trustees, Recordkeepers, and investment\nmanagers.\n\n     (f) Review at appropriate intervals of the performance of the Trustee and\nsuch investment managers as may have been designated.\n\n     (g) Appointment of such additional Fiduciaries as deemed necessary for the\neffective administration of the Plan, such appointments to be by written\ninstrument.\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 attempts to\nconceal the act or omission of such other Fiduciary and knows that such act or\nomission constitutes a breach of fiduciary responsibility by the other\n Fiduciary;\n\n     (b) The Fiduciary has knowledge of a breach of fiduciary responsibility by\nthe other Fiduciary and has not made reasonable efforts under the circumstances\nto remedy the breach; or\n                 \n     (c) The Fiduciary's own breach of his or her specific fiduciary \nresponsibilities has enabled another Fiduciary to commit a breach. No Fiduciary\nshall be liable for any acts or omissions which occur prior to his or her\nassumption of Fiduciary status or after his or her termination from such status.\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                                       49\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 Administrator \nshall make all determinations as to the right of any person to Accounts under\nthe Plan. Any such determination shall be made pursuant to the following\nprocedures, which shall be conducted in a manner designed to comply with section\n503 of ERISA:\n\n(1) Step 1.  Claims with respect to an Account should be filed by a claimant as\nsoon as practicable after the claimant knows or should know that a dispute has\narisen with respect to an Account, but at least thirty (30) days prior to the\nclaimant's actual retirement date or, if applicable, within sixty (60) days\nafter the death, Disability or Severance from Service of the Participant whose\nAccount is at issue, by mailing a copy of the claim to the Benefits and Services\nDepartment, Raytheon Company, 141 Spring Street, Lexington, Massachusetts 02173.\n\n(2) Step 2.  In the event that a claim with respect to an Account is wholly or\npartially denied by the Administrator, the Administrator shall, within ninety\n(90) days following receipt of the claim, so advise the claimant in writing\nsetting forth: the specific reason or reasons for the denial; specific reference\nto pertinent Plan provisions on which the denial is based; a description of any\nadditional material or information necessary for the claimant to perfect the\nclaim; an explanation as to why such material or information is necessary; and\nan explanation of the Plan's claim review procedure.\n\n(3) Step 3. Within sixty (60) days following receipt of the denial of a claim \nwith respect to an Account, a claimant desiring to have the denial appealed\nshall file a request for review by an officer of the Company or a benefit\nappeals committee, as designated by the Administrator, by mailing a copy thereof\nto the address shown in subsection (a)(1); provided, however, that such officer\nor any member of such benefit appeals committee, as applicable, may not be the\nperson who made the initial adverse benefits determination nor a subordinate of\nsuch person.\n\n(4)  Step 4.  Within thirty (30) days following receipt of a request for review,\nthe designated officer or benefit appeals committee shall provide the claimant a\nfurther opportunity to present his or her position. At the designated officer or\nbenefit appeals committee's discretion, such presentation may be through an oral\nor written presentation. Prior to such presentation, the claimant shall be\npermitted the opportunity to review pertinent documents and to submit issues and\ncomments in writing. Within a reasonable time following presentation of the\nclaimant's position, which usually should not exceed thirty (30) days, the\ndesignated officer or benefit appeals committee shall inform the claimant in\nwriting of the decision on review setting forth the reasons for such decision\nand citing pertinent provisions in the Plan.\n\n                                       50\n\n     (b) Except as otherwise provided in subsection (a), the Administrator is \nthe Fiduciary to whom the Plan grants full discretion, with the advice of \ncounsel, to interpret the Plan; to determine whether a claimant is eligible for\nbenefits; to decide the amount, form and timing of benefits; and to resolve any\nother matter under the Plan which is raised by a claimant or identified by the\nAdministrator. All questions arising from or in connection with the provisions\nof the Plan and its administration, not herein provided to be determined by the\nBoard of Directors, shall be determined by the Administrator, and any\ndetermination so made shall be conclusive and binding upon all persons affected\nthereby.\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     (a) reduce any vested right or interest to which any Participant or\nBeneficiary 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 any assets\nof 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 without its\nwritten consent.\n\n                                       51\n\n     (e) Notwithstanding the foregoing provisions of this section or any other\nprovisions of this Plan, any modification or amendment of the Plan may be made\nretroactively if necessary or appropriate to conform the Plan with, or to\nsatisfy 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 for any Participant\nas the vesting schedule previously in effect; or\n\n(b) provide that any adversely affected Participant with a Period of Service of\nat least three (3) years may elect, in writing, to remain under the vesting\nschedule in effect prior to the amendment. Such election must be made within\nsixty (60) days after the later of the:\n\n(1)      adoption of the amendment;\n\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 \ncreated shall terminate upon the occurrence of any of the following events:\n\n(a) Delivery to the Trustee of a notice of termination executed by the Company\nspecifying the date as of which the Plan and Trust shall terminate; or\n\n(b) Adjudication of the Company as bankrupt or general assignment by the Company\nto or for the benefit of creditors or dissolution of the Company. \n\n    Upon termination of this Plan, or permanent discontinuance of contributions\nhereunder, with or without written notification, the rights of each Participant\nto the amounts credited to that Participant's Account at such time shall be\nfully vested and nonforfeitable. In the event a partial termination of the Plan\nis deemed to have occurred, each Participant affected shall be fully vested in\nand shall have a nonforfeitable right to the amounts credited to that\nParticipant's Account with respect to which the partial termination occurred.\n\n          14.5 Distribution on Termination.\n\n(a)(1) If the Plan is terminated, or contributions permanently discontinued, an\nAdopting Employer, at its discretion, may (at that time or at any later time)\ndirect the Trustee to distribute the amounts in a Participant's Account in\naccordance with the distribution provisions of the Plan. Such distribution\nshall, notwithstanding any prior provisions of the Plan, be made in a single\nlump-sum without the Participant's consent as to the timing of such\ndistribution. If, however, an Adopting Employer (or an Affiliate) maintains\nanother defined contribution plan (other than an employee stock ownership plan),\nthen the preceding sentence shall not apply and the Adopting Employer, at its\ndiscretion, may direct such distributions to be made as a direct transfer to\nsuch other plan without the Participant's consent, if the Participant does not\nconsent to an immediate distribution.\n\n                                       52\n\n     (2) If an Adopting Employer does not direct distribution under paragraph\n(1), each Participant's Account shall be maintained until distributed in\naccordance 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 impracticable \nto make distributions under this section in cash or that it would be in the\nParticipant's best interest to make some or all of the distributions with\nin-kind property, it shall offer all Participants and Beneficiaries entitled to\na distribution under this section a reasonable opportunity to elect to receive a\ndistribution of the in-kind property being distributed by the Trust. Those\nParticipants and Beneficiaries so electing shall receive a proportionate share\nof such in-kind property in the form (outright, in trust or in partnership) that\nthe Administrator determines will provide the most feasible method of\ndistribution.\n\n(c)(1) Amounts attributable to elective contributions shall only be\ndistributable by reason of this section if one of the following is applicable:\n\n     (A) the Plan is terminated without the establishment or maintenance of \nanother defined contribution plan (other than an employee stock ownership plan);\n\n     (B) an Adopting Employer has a sale or other disposition to an unrelated \ncorporation of substantially all of the assets used by the Adopting Employer in\na trade or business of the Adopting Employer with respect to an Employee who\ncontinues employment with the corporation acquiring such assets; or\n\n     (C) an Adopting Employer has a sale or other disposition to an unrelated\nentity of the Adopting Employer's interest in a subsidiary with respect to an\nEmployee who continues employment with such subsidiary.\n\n(2) For purposes of this subsection, the term \"elective contributions\" means \nemployer contributions made to the Plan that were subject to a cash or deferred\nelection under a cash or deferred arrangement.\n\n(3) Elective contributions are distributable under subsections (c)(1)(B) and (C)\nabove only if the Adopting Employers continue to maintain the Plan after the \ndisposition.\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 Beneficiary \nto any benefit or to any payment hereunder shall not be subject to alienation,\nassignment, garnishment, attachment, execution or levy of any kind.\n\n                                       53\n\n     (b) Subsection (a) shall not apply to any payment or transfer permitted by\nthe Internal Revenue Service pursuant to regulations issued under section\n401(a)(13) of the Code.\n\n     (c) Subsection (a) shall not apply to any payment or transfer pursuant to a\nQualified Domestic Relations Order. \n\n     (d) Subsection (a) shall not apply to any payment or transfer to the Trust\nin 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 Plan;\n\n(2) a civil judgment (or consent order or decree) in an action is brought\nagainst the Participant in connection with an ERISA fiduciary violation; or \n\n(3) the Participant enters into a settlement agreement with the Department of\nLabor or the Pension Benefit Guaranty Corporation over an ERISA fiduciary\nviolation.\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\n                                       54\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 if a Participant has a Period of Participation of\nless than five (5) years such Participant may not make any Employee After-Tax\nContributions under the Plan for at least six (6) months after receipt of the\nin-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                                       55\n\n                                   Exhibit A\n\n                               ADOPTING EMPLOYERS\n                             As of January 1, 1999\n                          (Unless Indicated Otherwise)\n\nI. Raytheon Systems Company; but only with respect to the following divisions, \n   operations or similar cohesive groups:\n\n                                   Eligible Division, Operation\nLegacy Co.        Payroll            or Similar Cohesive Group\n\n(A.) Training and Services\n\nRSC cc05          EX, NE,H          All Non-Union\nSE cc26           EX, NE\n\nHTSC (HAC)        EX, NE            All Non-Union\/Non-SCA\nHTI               EX, NE            All Non-Union\/Non-SCA\nHSTX              EX, NE, H\nHTSC              H                 AFGE, Local 1744 (Indianapolis, IN)\n\n(B.)     RSC Defense Systems\n\nRES               EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nTI                EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nE-SYS             EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nHAC               EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nSTDMIS            EX, NE (PS)       Non-Union Hourly\/Non-SCA\nHAC               H                 IAMAW Dist. Lodge 725, IAM Lodge 1125\n(San Diego, CA)\nHAC               H                 IAM Lodge 830 (Louisville, KY (HMSC))\nHHG               EX, NE, H         HHG\n\n(C.)     12\n\nRES               EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nTI                EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nE-SYS             EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nHAC               EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\n\n(D.)     03\n\nRES               EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nTI                EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nE-SYS             EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nHAC               EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nHAC               H                 UPIU, Local 7254 \n                                         (Comm Systems--Ft. Wayne, IN)\n\n                                       56\n(E.)     Sensors\n\nRES               EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nTI                EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nE-SYS             EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nHAC               EX, NE, H (PS)    Non-Union Hourly\/Non-SCA\nHAW               EX, NE\nHAMI              EX, NE\nHAC               H                 East, Local 1553 (LA, CA area)\nHAC               H                 IBEW, Local 2295 (LA, CA area (HAC))\nAmber             EX, NE            Amber\n\n\nII.      Raytheon Corporate; but only with respect to the following divisions,\n         operations or similar cohesive groups:\n\n                                     Eligible Division, Operation\nLegacy Co.        Payroll            or Similar Cohesive Group\n\n                  EX, NE, H             Salaried &amp; Non-Union Hourly\n\nIII. Raytheon Microelectronics; but only with respect to the following \n     divisions, operations or similar cohesive groups:\n\n                                      Eligible Division, Operation\nLegacy Co.        Payroll             or Similar Cohesive Group\n\n                  EX, NE, H           Salaried &amp; Non-Union Hourly\n\nIV. Raytheon Marine Company; but only with respect to the following divisions, \noperations or similar cohesive groups:\n\n                                     Eligible Division, Operation\nLegacy Co.        Payroll            or Similar Cohesive Group\n\n                  EX, NE, H          Salaried &amp; Non-Union Hourly\n\nV.Cedarapids; but only with respect to the following divisions, operations or\n similar cohesive groups:\n                                        Eligible Division, Operation\nLegacy Co.        Payroll                or Similar Cohesive Group\n\n                  EX, NE, H             Salaried &amp; Non-Union Hourly\n\nVI. Raytheon Aircraft Company; but only with respect to the following divisions\n    operations or similar cohesive groups:\n\n                                    Eligible Division, Operation\nLegacy Co.        Payroll            or Similar Cohesive Group\n\n(A.) Raytheon Aircraft and Raytheon Aerospace\n\n                  EX, NE, H                 Salaried &amp; Non-Union Hourly\n\nVII. Raytheon Engineers &amp; Constructors; but only with respect to the following\n     divisions, operations or similar cohesive groups:\n                                        Eligible Division, Operation \nLegacy Co.        Payroll                or Similar Cohesive Group\n\n                  EX, NE, H             Salaried &amp; Non-Union Hourly\n\n                                       57\nExhibit 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, this Exhibit B includes special withdrawal and\ndistribution provisions applicable to the Transferred Account Balances from the\nfollowing retirement plans:\n\nA. Hughes Section 401(k) Savings Plan\n\nB. Hughes STX Corporation 401(k) Retirement Plan\n\nC. The 401(k) Plan for Employees of MESC Electronic Systems, Inc.\n\nD. The 401(k) Plan for Bargaining Unit Employees of MESC Electronic \n   Systems, Inc.\n\nE. E-Systems, Inc. Employee Savings Plan\n\nF. Serv-Air, Inc. Savings and Retirement Plan\n\nG. Savings and Investment Plan of Standard Missile Company, L.L.C.\n\n\nA. This paragraph A describes special withdrawal and distribution provisions\napplicable to Participants with Transferred Account Balances from the Hughes\nSection 401(k) Savings Plan:\n\n(1) Directed Transfer to Account Plan: Notwithstanding section 8.3 of the Plan,\na Participant who meets all of the requirements listed below may elect in\nwriting on a form provided by the Administrator for this purpose to have his\nTransferred Account Balance transferred to the Hughes Personal Retirement\nAccount Plan (\"Account Plan\") and applied to the purchase of an immediate\nannuity, in accordance with the applicable annuity factors and other provisions\nof the Account Plan. The requirements that must be met are:\n\n(a) the Participant has had a Severance from Service;\n\n(b) the Participant, as of the Severance from Service Date, was a participant \n    in the Account Plan;\n\n(c) the Participant is entitled to an immediate distribution of his or her \n    accrued benefits under the Account Plan in the form of an annuity or a \n    lump sum;\n\n(d) the Participant has irrevocably elected to receive his accrued benefit\n    under the Account Plan in the form of an immediate annuity; and\n\n(e) the Participant was not, immediately prior to such Severance from Service -\n     (i) a union employee whose terms of employment were the subject of a \n     collective bargaining agreement or the subject of negotiation by a labor \n     union or other labor organization, or (ii) an employee of CAE Vanguard Inc.\n     or CAE ScreenPlates, Inc. or any subsidiary thereof.\n\n                                       58\n\n(2) Special Distribution Rules for March 31, 1990 Account Balances: This\nsubsection applies to Participants who had an account in the Hughes Section\n401(k) Savings Plan on March 31, 1990 (a \"3\/31\/90 Member\"). In addition, the\nspecial distribution rules available to 3\/31\/90 Members apply solely with\nrespect to the value of such account on the March 31, 1990 valuation date under\nthe plan (the \"3\/31\/90 Balance\").\n\n(a)  Additional Methods of Distribution:  Notwithstanding section 8.3 of the \nPlan, a 3\/31\/90 Member shall have the following additional forms of distribution\nelections available with respect to his 3\/31\/90 Balance:\n\n(i) withdrawal in a single lump sum distribution of the amount credited to the\nParticipant's 3\/31\/90 Balance attributable to voluntary after-tax contributions\nwith or without the deferral of the receipt in a single lump sum distribution of\nthe Participant's 3\/31\/90 Balance attributable to pre-tax contributions and\nrollover contributions to a date no later than the April first (1st) following\nthe calendar year during which the Participant attains age seventy and one-half\n(70-1\/2); or\n\n(ii) purchase of an annuity contract from a life insurance company under tables\nbased on unisex mortality assumptions with all or any portion of the\nParticipant's 3\/31\/90 Balance and taking a single lump sum distribution with\nrespect to any portion of such 3\/31\/90 Balance not applied to the purchase of\nthe annuity.\n\n(b) Special Informational Requirement: Information showing the Participant the\nfinancial effects of the various distribution options available with respect to\nthe 3\/31\/90 Balance shall be provided to the Participant at least ninety (90)\ndays prior to the date the Participant becomes eligible for a benefit under the\nPlan.\n\n(c) Special Annuity Contract Requirements: The following rules shall apply with\nrespect to any 3\/31\/90 Member who elects the annuity contract option:\n\n(i) The annuity contract shall provide for periodic annuity payments for the\nlife of the 3\/31\/90 Member and the continuation of fifty percent (50%) of the\namount of the periodic annuity payments the 3\/31\/90 Member was receiving (or was\nentitled to receive at his date of death) to the 3\/31\/90 Member's spouse on the\ndate the annuity payments to the 3\/31\/90 Member commenced (or, if earlier, on\nthe date of the 3\/31\/90 Member's death). The 3\/31\/90 Member may revoke such\nelection and elect any other form of benefit; provided, however, that the\n3\/31\/90 Member may not re-elect the forms of distribution specified above for a\nreasonable period of time before the purchase of the annuity contract, as\ndetermined by the Administrator. Such annuity contract may not contain an\n\"interest only option\" form of distribution. The revocation of an election to\nhave benefits paid in the form of an annuity must be made in the form and manner\nprescribed by the Administrator and after the Participant shall have been\nfurnished with a written explanation of (A) the terms and conditions of the\nannuity benefit, (B) the Participant's right to revoke an election of an annuity\nbenefit, (C) the general financial effect of such an election to revoke, (D) the\nrequirement that the consent of the Participant's spouse, if any, is required to\nmake a revocation and (E) the rights of the Participant's spouse, if any. A\nParticipant's election to revoke the annuity benefit shall be effective only if\nit is accompanied by the written notarized consent of the Participant's spouse,\nif any, and shall specify the other form of benefit and identify the\nbeneficiary, if any, and shall acknowledge the effect of the election.\n\n                                       59\n\n(ii) The annuity contract must provide that benefits will commence no later than\nthe April first (1st) following the calendar year during which the Participant\nattains age seventy and one-half (70-1\/2) and, if the spouse of the 3\/31\/90\nMember is not the Participant's Beneficiary, payments under any periodic payment\noption offered under the annuity contract to such 3\/31\/90 Member and his\nBeneficiary must be completed during a period not exceeding the life expectancy\nof the 3\/31\/90 Member, or the joint life expectancy of such Participant and his\nBeneficiary or, if the Beneficiary is not treated as a natural person, five (5)\nyears. The forms of distribution offered under the annuity contract must\notherwise satisfy the minimum distribution requirements under the Code.\n\n(iii) An annuity contract that does not provide for immediate payment of\nbenefits must provide for all other forms of distribution then available to the\n3\/31\/90 Member under the Plan at all times prior to the commencement of benefit\npayments under such contract.\n\n(iv) The annuity contract option shall be available to any 3\/31\/90 Member with\nrespect to any portion of his 3\/31\/90 Balance that he has elected to defer.\n\n(v) Any 3\/31\/90 Member who elects the annuity contract option shall have the\nannuity contract distributed to him in lieu of cash or other property for the\nportion of his 3\/31\/90 Balance that was applied to the purchase of the annuity\ncontract.\n\n     (3) In-Service Distributions of Matching Contributions After Age 70-1\/2:\nNotwithstanding section 7.3 of the Plan, with respect to Participants who attain\nage seventy and one-half (70-1\/2) prior to January 1, 1999, such Participants\nmay withdraw, after attaining age seventy and one-half and subject to a minimum\nwithdrawal amount of two hundred fifty dollars ($250), all or a part of the\nParticipants' Transferred Account Balances attributable to Matching\nContributions, regardless of whether the Participants have completed a Period of\nParticipation of five (5) years.\n\nB. This paragraph B describes special withdrawal and distribution provisions\napplicable to Participants with Transferred Account Balances from the Hughes STX\nCorporation 401(k) Retirement Plan:\n\n     (1) Five (5)-Year Installment Distribution Option: Notwithstanding section \n8.3 of the Plan, Participants can elect to receive their Transferred Account\nBalances in accordance with one of the following distribution options:\n\n(a) Payment in a single sum; or\n(b) Payment in substantially equal annual installments over a period not to \n    exceed five (5) years.\n\n     (2) In-Service Distributions of Matching Contributions After Age 70-1\/2:\nNotwithstanding section 7.3 of the Plan, with respect to Participants who attain\nage seventy and one-half (70-1\/2) prior to January 1, 1999, such Participants\nmay withdraw, after attaining age seventy and one-half and subject to a minimum\nwithdrawal amount of two hundred fifty dollars ($250), all or a part of the\nParticipants' Transferred Account Balances attributable to Matching\nContributions, regardless of whether the Participants have completed a Period of\nParticipation of five (5) years.\n\nC. This paragraph C describes special withdrawal and distribution provisions \napplicable to Participants with Transferred Account Balances from The 401(k)\nPlan for Employees of MESC Electronic Systems, Inc. or The 401(k) Plan for\nBargaining Unit Employees of MESC Electronic Systems, Inc.:\n\n                                       60\n\n(1) Special Distribution Provisions for Philips Participants: This paragraph\ndescribes special withdrawal and recordkeeping requirements applicable to\nParticipants whose Transferred Account Balances include assets transferred from\nthe North American Philips Corporation Employee Savings Plan effective as of\nOctober 23, 1993 (hereinafter referred to as \"Philips Participants\" and \"Philips\nAssets\").\n\n(a) Notwithstanding section 7.3 of the Plan to the contrary, with respect to\nMatching Contributions attributable to Philips Assets, Philips Participants may\nwithdraw, subject to a minimum withdrawal amount of two hundred fifty dollars\n($250), all or a portion of such Matching Contributions, regardless of whether\nthe Participants have completed a Period of Participation of five (5) years.\n\n(b) The portion of a Philips Participant's Transferred Account Balance\nattributable to after-tax contributions under the Philips Plan shall be\nmaintained in two separate sub-accounts under the Plan - (i) one sub-account for\nafter-tax contributions made prior to January 1, 1987, together with earnings\nthereon, and (ii) a second sub-account for after-tax contributions made after\nDecember 31, 1986, together with earnings thereon.\n\n(2) In-Service Distributions of Matching Contributions After Age 70-1\/2:\nNotwithstanding section 7.3 of the Plan, with respect to Participants who attain\nage seventy and one-half (70-1\/2) prior to January 1, 1999, such Participants\nmay withdraw, after attaining age seventy and one-half and subject to a minimum\nwithdrawal amount of two hundred fifty dollars ($250), all or a part of the\nParticipants' Transferred Account Balances attributable to Matching\nContributions, regardless of whether the Participants have completed a Period of\nParticipation of five (5) years.\n\nD. This paragraph D describes special withdrawal and distribution provisions \napplicable to Participants with Transferred Account Balances from the E-Systems,\nInc. Employee Savings Plan:\n\n(1) Insured Annuity Distribution Option:  Notwithstanding section 8.3 of the \nPlan, Participants can elect to receive their Transferred Account Balances in \naccordance with one of the following distribution options:\n\n(a) Payment in a single, lump-sum; or\n\n(b) Payment in the form of an annuity contract purchased from an insurance\ncompany. The election of an annuity and the distribution of the annuity contract\nshall be subject to the requirements imposed by sections 401(a)(11) and 417 of\nthe Code.\n\n(2) Pre-April 1, 1995 Death Beneficiaries: Notwithstanding section 8.2(c) of the\nPlan, Beneficiaries of Participants who died prior to April 1, 1995 can defer\nthe commencement of distributions in accordance with the provisions of section\n401(a)(9) of the Code.\n\nE. This paragraph E describes special withdrawal and distribution provisions \napplicable to Participants with Transferred Account Balances from the Serv-Air,\nInc. Savings and Retirement Plan:\n\n                                       61\n\n(1) Installment Distribution Option:  Notwithstanding section 8.3 of the Plan,\nParticipants can elect to receive their Transferred Account Balances in\naccordance 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 designated\nby the Participant, which period shall not exceed the life expectancy of the\nParticipant or the joint life expectancies of the Participant and his or her\nBeneficiary.\n\nF. This paragraph F describes special withdrawal and distribution provisions\napplicable to Participants with Transferred Account Balances from the Savings\nand Investment Plan of Standard Missile Company, L.L.C.:\n\n(1) Installment Distribution Option:  Notwithstanding section 8.3 of the Plan, \nParticipants can elect to receive their Transferred Account Balances in\naccordance 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 designated\nby the Participant, which period shall not exceed the life expectancy of the\nParticipant or the joint life expectancies of the Participant and his or her\nBeneficiary.\n\n(2) In-Service Distributions of Employer Contributions: Notwithstanding ARTICLE\nVII of the Plan, subject to the terms and conditions of section 7.7, after\ncompleting a Period of Participation of five (5) years or more, a Participant\nmay withdraw all or a portion of his or her Transferred Account Balance\nattributable to employer contributions under the Savings and Investment Plan of\nStandard Missile Company, L.L.C.\n\n(3) Full Vesting Following Layoff: Notwithstanding ARTICLE VI, a Participant\nshall have a nonforfeitable right to all amounts in the Participant's\nTransferred Account Balance following a layoff. For this purpose, the term\n\"layoff\" shall mean an involuntary interruption of service due to reduction of\nwork force with or without the possibility of recall to employment when\nconditions warrant.\n\n                                       62\n\nExhibit C\n\nDesignation of Prior Year Method for ADP and ACP Testing (Plan sections 1.3(b)\nand 4.8(c)(1) and (2))\n\n         Except as otherwise provided below, for Plan Years beginning after\nDecember 31, 1996, the Administrator shall use the \"Current Year Method\" for\ncomplying with the nondiscrimination requirements in sections 401(k) and (m) of\nthe Code:\n\nTesting Plan *                                           Plan Year(s)\n\n\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-40422","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\/40422","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=40422"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40422"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40422"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40422"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}