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EXHIBIT 99
EXHIBIT LIST
2.1 Agreement and Plan of Merger dated as of January 16, 1997 by and between
Raytheon Company and HE Holdings, Inc., filed as an exhibit to Former
Raytheon's Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 17, 1997, is hereby incorporated by
reference.
2.2 Xxxxxx Spin-Off Separation Agreement dated as of December 17, 1997 by and
between HE Holdings, Inc. and General Motors Corporation filed as an
exhibit to the Company's Registration Statement on Form S-3, File No.
333-44321, is hereby incorporated by reference.
3.1 Raytheon Company Restated Certificate of Incorporation, restated as of
February 11, 1998 filed as an exhibit to Raytheon's Annual Report on Form
10-K for the year ended December 31, 1997, is hereby incorporated by
reference.
3.2 Raytheon Company Amended and Restated By-Laws, as amended through January
28, 1998 filed as an exhibit to Raytheon's Annual Report on Form 10-K for
the year ended December 31, 1997, is hereby incorporated by reference.
4.1 Indenture dated as of July 3, 1995 between Raytheon Company and The Bank of
New York, Trustee, filed as an exhibit to Former Raytheon's Registration
Statement on Form S-3, File No. 33-59241, is hereby incorporated by
reference.
4.2 Supplemental Indenture dated as of December 17, 1997 between Raytheon
Company and The Bank of New York, Trustee filed as an exhibit to Raytheon's
Annual Report on Form 10-K for the year ended December 31, 1997, is hereby
incorporated by reference.
4.3 Rights Agreement dated as of December 15, 1997 between the Company and
State Street Bank and Trust Company, as Rights Agent, filed as an exhibit
to the Company's Registration Statement on Form 8-A, File No. 1-13699, is
hereby incorporated by reference.
10.1 Raytheon Company 1976 Stock Option Plan, as amended, filed as an exhibit to
the Company's Registration Statement on Form S-8, File No. 333-45629, is
hereby incorporated by reference.
10.2 Raytheon Company 1991 Stock Plan, as amended, filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended July 4, 1999,
is hereby incorporated by reference.
10.3 Raytheon Company 1995 Stock Option Plan, as amended, filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended July 4,
1999, is hereby incorporated by reference.
10.4 Plan for Granting Stock Options in Substitution for Stock Options Granted
by Texas Instruments Incorporated, filed as an exhibit to the Company's
Registration Statement on Form S-8, File No. 333-45629, is hereby
incorporated by reference.
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10.5 Plan for Granting Stock Options in Substitution for Stock Options Granted
by Xxxxxx Electronics Corporation, filed as an exhibit to the Company's
Registration Statement on Form S-8, File No. 333-45629, is hereby
incorporated by reference.
10.6 Raytheon Company 1997 Nonemployee Directors Restricted Stock Plan, filed as
an exhibit to the Company's Registration Statement on Form S-8, File No.
333-45629, is hereby incorporated by reference.
10.7 Raytheon Company Deferral Plan for Directors, filed as an exhibit to Former
Raytheon's Registration Statement on Form S-8, File No. 333-22969, is
hereby incorporated by reference.
10.8 Form of Raytheon Company Change in Control Severance Agreement, filed as an
exhibit to Former Raytheon's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, is hereby incorporated by reference. The Company has
entered into Change in Control Severance Agreements in the form of
Agreement filed as Exhibit 10.8 with each of the following executives: Xxxx
X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx. The
agreements are designed to provide the executive with certain severance
benefits following a termination, all as more fully described in the form
of Agreement. The Company has also entered into Change in Control Severance
Agreements in the form of Agreement filed as Exhibit 10.8 with nineteen
other executives, but which are immaterial to the Company. The agreements
are designed to provide the executive with certain severance benefits
following a termination, all as more fully described in the form of
Agreement.
10.9 Restricted Unit Award Agreement between the Company and Xxxxxx X. Xxxxxx,
filed as an exhibit to Former Raytheon's Quarterly Report on Form 10-Q for
the quarter ended June 29, 1997, is hereby incorporated by reference.
10.10 Form of Executive Change in Control Severance Agreement, filed as an
exhibit to the Company's Registration Statement on Form S-4, File No.
333-37223, is incorporated herein by reference. The Company has entered
into Executive Change in Control Severance Agreements in the form of
Agreement filed as Exhibit 10.10 with each of the following executives:
Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx X.
Xxxx, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxxx. Such
agreements are designed to provide the executive with certain payments if
still employed by the Company at the end of the second and third years
after the Spin-Off Merger Effective Time, all as more fully described in
the form of Agreement.
10.11 Form of Executive Retention Agreement, filed as an exhibit to the
Company's Registration Statement on Form S-4, File No. 333-37223, is
incorporated herein by reference. The Company has entered into Executive
Retention Agreements in the form of Agreement filed as Exhibit 10.11 with
each of the following executives: Xxxxxxx X. Xxxxxxxx, Xxxxxx X.
Xxxxxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxx
X. Xxxxxxxxx and Xxxx X. Xxxxxxx. Such agreements are designed to provide
the executive with certain payments if still employed by the Company at the
end of the second and third years after the Spin-Off Merger Effective Time,
all as more fully described in the form of Agreement.
10.12 Agreement dated as of June 15, 1998 between Raytheon Company and Xxxxxx X.
Xxxxxxx filed as an exhibit to Raytheon's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998 is hereby incorporated by reference.
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10.13 Agreement dated February 22, 1999 between Raytheon Company and Xxxxxxxx X.
Xxxxx filed as an exhibit to Raytheon's Quarterly Report on Form 10-Q
for the quarter ended April 4, 1999 is hereby incorporated by reference.
10.14 Amendment dated December 17, 1999 to Xxxxxxx X. Xxxxxxx'x Change in
Control Severance Agreement.*
10.15 Agreement dated December 17, 1999 between Raytheon Company and Xxxxxx X.
Xxxxxx.*
10.16 Consulting Agreement dated October 14, 1999 between Raytheon Company and
Xxxxxx X. Xxxxxx.*
10.17 Consulting Agreement dated April 1, 1999 between Raytheon Company and
Xxxx X. Xxxxxx.*
10.18 Raytheon Company $4 billion Credit Facility -- Five Year Competitive
Advance and Revolving Credit Facility, filed as an exhibit to Former
Raytheon's Quarterly Report on Form 10-Q for the quarter ended March 30,
1997, is hereby incorporated by reference.
10.19 HE Holdings, Inc. $3 billion Credit Facility - Five Year Competitive
Advance and Revolving Credit Facility, filed as an exhibit to the
Company's Registration Statement on Form S-4, File No. 333-37223,
is hereby incorporated by reference.
10.20 Amended and Restated Purchase and Sale Agreement dated as of March 18,
1999 among Raytheon Aircraft Credit Corporation, Raytheon Aircraft
Receivables Corporation and the Purchasers named therein, filed as an
exhibit to Raytheon's Annual Report on Form 10-K for the year ended
December 31, 1998, is hereby incorporated by reference.
10.21 Amendment and Restatement dated as of November 9, 1999 to the Amended and
Restated Purchase and Sale Agreement dated as of March 18, 1999 among
Raytheon Aircraft Credit Corporation, Raytheon Aircraft Receivables
Corporation and the Purchasers named therein.*
10.22 Amended and Restated Guarantee dated as of March 18, 1999, made by
Raytheon Company in favor of the Purchasers named therein and Bank of
America National Trust and Savings Association, as Managing Facility
Agent, filed as an exhibit to Raytheon's Annual Report on Form 10-K
for the year ended December 31, 1998, is hereby incorporated by
reference.
10.23 Raytheon Savings and Investment Plan as amended and restated effective
January 1, 1999.*
10.24 Raytheon Employee Savings and Investment Plan as amended and restated
effective January 1, 1999.*
10.25 Raytheon Excess Savings Plan, filed as an exhibit to Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-8, File
No. 333-56117, is hereby incorporated by reference.
10.26 Raytheon Deferred Compensation Plan, filed as an exhibit to Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-8, File
No. 333-56117, is hereby incorporated by reference.
13 Raytheon Company 1999 Annual Report to Stockholders (furnished for the
information of the Commission and not to be deemed "filed" as part of this
Report except to the extent that portions thereof are expressly
incorporated herein by reference).
21 Subsidiaries of Raytheon Company.*
23.1 Consent of Independent Accountants.*
23.2 Report of Independent Accountants.*
24 Powers of Attorney.*
27 Financial Data Schedule.*
(Exhibits marked with an asterisk (*) are filed electronically herewith.)
