Exhibit 4.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                RAYTHEON COMPANY



         Raytheon  Company (the  "Corporation"),  a  corporation  organized  and
existing under the General Corporation Law of the State of Delaware, does hereby
state as follows:

         1.  The  present  name of the  Corporation  is  Raytheon  Company.  The
Corporation was originally incorporated under the name "Hughes Aircraft Company"
and its original  Certificate of  Incorporation  was filed with the Secretary of
State on December 17, 1953.

         2. This Restated  Certificate of Incorporation  was duly adopted by the
Board of Directors of the  Corporation  in  accordance  with the  provisions  of
Section 245 of the Delaware General Corporation Law.

         3.  This  Restated  Certificate  of  Incorporation  only  restates  and
integrates the provisions of the Corporation's  Certificate of Incorporation and
does not  further  amend the  provisions  of the  Corporation's  Certificate  of
Incorporation as heretofore amended or supplemented, and there is no discrepancy
between those provisions and the provisions of this Restated Certificate.

                                   Article I.
                                      Name

                 The name of the corporation  (which is hereinafter  referred to
as the "Corporation") is: "Raytheon Company"

                                   Article II.
                                Registered Agent

                 The address of the Corporation's registered office in the State
of Delaware is The Corporation  Trust Center,  1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  Article III.
                                     Purpose

                 The purpose of the Corporation shall be to engage in any lawful
act or activity for which  corporations may be organized and incorporated  under
the General Corporation Law of the State of Delaware (the "DGCL").


<PAGE>



                                   Article IV.
                                  Capital Stock

                 Section 1. The Corporation is authorized to issue 1,650,000,000
shares of capital  stock of which (a)  1,450,000,000  shares  shall be shares of
Common  Stock $.01 par value per share  ("Common  Stock"),  and (b)  200,000,000
shares shall be shares of Preferred  Stock $.0l par value per share  ("Preferred
Stock").

                 Section  2.  Common  Stock.   Except  as  provided  herein,  as
otherwise  provided by law or by the  resolution or  resolutions  adopted by the
Board designating the rights,  powers and preferences of any series of Preferred
Stock,  the Common Stock shall have the exclusive right to vote for the election
of  directors  and for all other  purposes,  in each case acting by such vote as
required  under  applicable  law (or by such greater vote than would be required
under  applicable  law as  may be set  forth  herein  or in the  By-laws  of the
Corporation).  Each share of Common  Stock  shall have one vote,  and the Common
Stock shall vote together as a single class on all matters to be voted on by the
Corporation's stockholders.

                 Subject to the rights of the  holders of any class or series of
outstanding  Preferred  Stock and  subject  to any other  provisions  hereof and
applicable  law,  holders of Common Stock will be entitled to dividends and such
other distributions in cash, securities or property of the Corporation as may be
declared thereon by the Corporation's  Board of Directors,  out of funds legally
available  therefor,  whether  payable in cash,  property or  securities  of the
Corporation.

                 Section 3. Preferred  Stock.  The Preferred Stock may be issued
from  time to time in one or more  series.  The Board is  hereby  authorized  to
provide by resolution  from time to time for the issuance of shares of Preferred
Stock in series and, by filing a certificate  pursuant to the DGCL  (hereinafter
referred to as a "Preferred Stock Designation"),  to establish from time to time
the  number  of  shares  to be  included  in each  such  series,  and to fix the
designation,  powers,  privileges,  preferences and rights of the shares of each
such series and the qualifications,  limitations and restrictions  thereof.  The
authority  of the Board with respect to each series  shall  include,  but not be
limited to, determination of the following:

                 (a)  the   designation   of  the   series,   which  may  be  by
distinguishing number, letter or title;

                 (b) the number of shares of the series,  which number the Board
may  thereafter   (except  where  otherwise  provided  in  the  Preferred  Stock
Designation)  increase or decrease  (but not below the number of shares  thereof
then outstanding);

                 (c)  whether   dividends,   if  any,  shall  be  cumulative  or
noncumulative,  and,  in the case of  shares  of any  series  having  cumulative
dividend  rights,  the date or dates or method of determining  the date or dates
from which dividends on the shares of such series shall be cumulative;

                 (d) the rate of any  dividends (or method of  determining  such
dividends)  payable to the holders of the shares of such series,  any conditions
upon which such  dividends  shall be paid and the date or dates or the method of
determining the date or dates upon which such dividends shall be payable;


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<PAGE>

                 (e) the price or prices (or method of determining such price or
prices) at which,  the form of  payment  of such  price or prices  (which may be
cash,  property  or  rights,   including  securities  of  the  same  or  another
corporation  or other entity) for which,  the period or periods within which and
the terms and  conditions  upon which the shares of such series may be redeemed,
in whole or in part,  at the option of the  Corporation  or at the option of the
holder or holders  thereof or upon the happening of a specified event or events,
if any;

                 (f) the  obligation,  if any, of the Corporation to purchase or
redeem  shares of such series  pursuant to a sinking fund or  otherwise  and the
price or prices at which, the form of payment of such price or prices (which may
be cash,  property  or  rights,  including  securities  of the  same or  another
corporation  or other entity) for which,  the period or periods within which and
the terms and conditions  upon which the shares of such series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation;

                 (g) the amount payable out of the assets of the  Corporation to
the holders of shares of the series in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation;

                 (h)  provisions,  if any, for the conversion or exchange of the
shares  of such  series,  at any time or times at the  option  of the  holder or
holders  thereof or at the option of the  Corporation or upon the happening of a
specified  event or  events,  into  shares of any other  class or classes or any
other  series of the same or any other  class or classes of stock,  or any other
security, of the Corporation,  or any other corporation or other entity, and the
price or prices or rate or rates of conversion  or exchange and any  adjustments
applicable  thereto,  and  all  other  terms  and  conditions  upon  which  such
conversion or exchange may be made;

                 (i)  restrictions  on the issuance of shares of the same series
or of any other class or series, if any; and

                 (j) the voting rights,  if any, of the holders of shares of the
series.

                 Section 4. Series A Junior  Participating  Preferred Stock. The
Board  hereby  authorizes  the  issuance  of the  Series A Junior  Participating
Preferred Stock as follows:

                 (a) Designation and Amount.  The shares of such series shall be
designated  as "Series A Junior  Participating  Preferred  Stock" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be 4,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series A  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible into Series A Preferred Stock.

                 (b) Dividends and Distributions.

                      (i)  Subject to the rights of the holders of any shares of
any series of Preferred  Stock (or any similar stock) ranking prior and superior
to the Series A Preferred Stock with respect to dividends, the holders of shares
of Series A Preferred Stock, in preference to the


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<PAGE>

holders  of  shares  of Class A Common  Stock  and  Class B Common  Stock of the
Corporation,  and of any other junior stock shall be entitled to receive,  when,
as and if declared by the Board of Directors out of funds legally  available for
the  purpose,  quarterly  dividends  payable  in cash on the first day of March,
June,  September  and  December  in each year (each such date being  referred to
herein  as a  "Quarterly  Dividend  Payment  Date"),  commencing  on  the  first
Quarterly  Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A  Preferred  Stock in an amount per share  (rounded to the
nearest cent) equal to the greater of (A) $1 or (B) subject to the provision for
adjustment  hereinafter  set forth,  100 times the aggregate per share amount of
all cash  dividends,  and 100 times the aggregate  per share amount  (payable in
kind) of all non-cash  dividends or other  distributions,  other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding  shares of
Common Stock (by  reclassification  or otherwise),  declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly  Dividend  Payment Date,  since the first issuance of any
share or  fraction  of a share of  Series A  Preferred  Stock.  In the event the
Corporation  shall at any time  declare or pay any  dividend on the Common Stock
payable in shares of Common Stock,  or effect a subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
amount to which  holders of shares of Series A  Preferred  Stock  were  entitled
immediately prior to such event under clause (B) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction,  the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                      (ii)  The   Corporation   shall   declare  a  dividend  or
distribution  on the Series A Preferred  Stock as provided in  paragraph  (i) of
this subsection  immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or  distribution  shall have been declared on the
Common Stock during the period between any Quarterly  Dividend  Payment Date and
the next subsequent  Quarterly Dividend Payment Date, a dividend of $1 per share
on the Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

                      (iii) Dividends shall begin to accrue and be cumulative on
outstanding  shares of Series A  Preferred  Stock  from the  Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders of shares of Series A  Preferred  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series A Preferred  Stock in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of holders of shares of Series A  Preferred


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<PAGE>

Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

                 (c) Voting Rights.  The holders of shares of Series A Preferred
Stock shall have the following voting rights:

                      (i) Subject to the  provision for  adjustment  hereinafter
set forth,  each share of Series A  Preferred  Stock  shall  entitle  the holder
thereof to 100 votes on all matters  submitted to a vote of the  stockholders of
the Corporation.  In the event the Corporation  shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  number of votes per share to which  holders  of shares of
Series A Preferred Stock were entitled  immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

                      (ii) Except as  otherwise  provided  herein,  in any other
Certificate of Designations  creating a series of Preferred Stock or any similar
stock or by law,  the  holders  of shares of  Series A  Preferred  Stock and the
holders of shares of Class B Common  Stock  shall vote  together as one class on
all matters submitted to a vote of stockholders of the Corporation.

                      (iii) Except as set forth herein, or as otherwise provided
by law,  holders of Series A Preferred Stock shall have no special voting rights
and their consent shall not be required  (except to the extent they are entitled
to vote  with  holders  of Common  Stock as set forth  herein)  for  taking  any
corporate action.

                 (d) Certain Restrictions.

                      (i) Whenever  quarterly  dividends  or other  dividends or
distributions  payable on the Series A  Preferred  Stock as  provided in Section
4(b) are in arrears,  thereafter and until all accrued and unpaid  dividends and
distributions,  whether or not declared,  on shares of Series A Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

                             (A)  declare  or pay  dividends,  or make any other
distributions,  on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

                             (B)  declare  or pay  dividends,  or make any other
distributions,  on any  shares  of  stock  ranking  on a  parity  (either  as to
dividends  or upon  liquidation,  dissolution  or winding  up) with the Series A
Preferred  Stock except  dividends paid ratably on the Series A Preferred  Stock
and all such  parity  stock on which  dividends  are  payable  or in  arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

                             (C) redeem or  purchase  or  otherwise  acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to


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<PAGE>

the Series A  Preferred  Stock  provided  that the  Corporation  may at any time
redeem,  purchase  or  otherwise  acquire  shares  of any such  junior  stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends  or upon  dissolution,  liquidation  or  winding  up) to the  Series A
Preferred Stock; or

                             (D) redeem or  purchase  or  otherwise  acquire for
consideration  any  shares of Series A  Preferred  Stock or any  shares of stock
ranking on a parity with the Series A Preferred  Stock except in accordance with
a purchase offer made in writing or by  publication  (as determined by the Board
of  Directors)  to all  holders of such  shares  upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative  rights and  preferences  of the respective  series and classes,  shall
determine in good faith will result in fair and  equitable  treatment  among the
respective series or classes.

                      (ii) The  Corporation  shall not permit any  subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation  unless the Corporation  could,  under paragraph (i) of
this Section 4(d), purchase or otherwise acquire such shares at such time and in
such manner.

                 (e) Reacquired  Shares.  Any shares of Series A Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating  a series  of  Preferred  Stock or any  similar  stock or as  otherwise
required by law.

                 (f)   Liquidation,   Dissolution   or  Winding   Up.  Upon  any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series A
Preferred  Stock shall have  received  $100 per share,  plus an amount  equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series A
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock or (2) to the  holders  of  shares  of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A  Preferred  Stock  except  distributions  made  ratably on the Series A
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock then in each such case the  aggregate  amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the  preceding  sentence  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event


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<PAGE>

and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                 (g) Consolidation,  Merger,  etc. In case the Corporation shall
enter into any consolidation,  merger, other than the merger of Raytheon Company
with and into the  Corporation,  combination  or other  transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal  to 100  times  the  aggregate  amount  of stock
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock  payable in shares of Common Stock or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock)  into a greater or lesser  number of shares of Common  Stock then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series A  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

                 (h) No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.

                 (i) Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

                 (j)  Amendment.   The  Certificate  of   Incorporation  of  the
Corporation  shall not be amended in any manner which would  materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least  two-thirds of the  outstanding  shares of Series A Preferred Stock voting
together as a single class.

                 Section 5.  General.  The Common  Stock shall be subject to the
express terms of the Preferred Stock and any series thereof. Except as otherwise
provided  by  law or by the  resolution  or  resolutions  adopted  by the  Board
designating the rights,  powers and preferences of any series of Preferred Stock
the Common  Stock  shall have the  exclusive  right to vote for the  election of
directors and for all other  purposes,  and holders of Preferred Stock shall not
be entitled to receive notice of any meeting of  stockholders  at which they are
not entitled to vote. The  Corporation  shall be entitled to treat the person in
whose name any share of its stock is  registered  as the owner  thereof  for all
purposes and shall not be bound to recognize any equitable or other claim to, or
interest  in,  such  share on the part of any other  person,  whether or not the
Corporation  shall  have  notice  thereof,   except  as  expressly  provided  by
applicable law.

                                   Article V.


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<PAGE>

                               Stockholder Action

                 Any  action   required  or   permitted   to  be  taken  by  the
stockholders  of the  Corporation  must be effected  at a duly called  annual or
special  meeting  of such  holders  and may not be  effected  by any  consent in
writing by such holders.  Except as otherwise required by law and subject to the
rights of the holders of any class or series of stock having a  preference  over
the Common  Stock as to  dividends  or upon  liquidation,  special  meetings  of
stockholders  of the  Corporation for any purpose or purposes may be called only
by the Board  pursuant to a resolution  stating the purpose or purposes  thereof
approved by a majority of the total  number of directors  which the  Corporation
would have if there were no vacancies  (the "Whole Board") or by the Chairman of
the  Board  and  any  power  of  stockholders  to  call  a  special  meeting  is
specifically  denied.  No business other than that stated in the notice shall be
transacted at any special meeting.

                                   Article VI.
                               Board of Directors

                 Section 1. Number,  election and terms. The number of directors
of the  Corporation  shall be,  except as otherwise  fixed by or pursuant to the
provisions  of Article IV  relating to the rights of the holders of any class or
series of stock  having a  preference  over the Common  Stock as to dividends or
upon  liquidation to elect additional  directors under specified  circumstances,
fixed  from time to time  exclusively  pursuant  to a  resolution  adopted  by a
majority of the Whole Board (but shall not be less than three).  The  directors,
other than  those who may be  elected  by the  holders of any class or series of
stock  having  a  preference  over the  Common  Stock  as to  dividends  or upon
liquidation,  shall be  classified,  with  respect  to the time for  which  they
severally  hold  office,  into  three  classes,  as  nearly  equal in  number as
possible,  one class to be originally  elected for a term expiring at the annual
meeting  of  stockholders  to be held in 1998,  another  class to be  originally
elected for a term expiring at the annual meeting of  stockholders to be held in
1999,  and another  class to be  originally  elected for a term  expiring at the
annual meeting of  stockholders  to be held in 2000,  with each director to hold
office until such  person's  successor is duly  elected and  qualified.  At each
succeeding  annual meeting of stockholders,  directors  elected to succeed those
directors  whose  terms then  expire  shall be  elected  for a term of office to
expire at the third  succeeding  annual  meeting  of  stockholders  after  their
election,  with each director to hold office until such person's successor shall
have been duly elected and qualified.

                 Section  2.  Stockholder  nomination  of  director  candidates;
Stockholder Proposal of Business.  Advance notice of stockholder nominations for
the election of directors and of the proposal of business by stockholders  shall
be given in the manner  provided in the By-Laws of the  Corporation,  as amended
and in effect from time to time.

                 Section 3. Vacancies and newly created directorships. Except as
otherwise  provided for or fixed by or pursuant to the  provisions of Article IV
relating to the rights of the  holders of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation  to elect
directors  under specified  circumstances,  (i) vacancies on the Board resulting
from  death,  resignation,  disqualification,  removal or other  cause  shall be
filled by the affirmative vote of a majority of the remaining  directors then in
office, even though


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<PAGE>

less than a quorum of the  Board,  and not by the  stockholders  and (ii)  newly
created  directorships  resulting  from any  increase in the number of directors
after  the  adoption  of a  resolution  by a  majority  of the  Whole  Board  in
accordance  with Section 1 of this Article VI shall be filled by the affirmative
vote of the holders of Common Stock, voting in accordance with the provisions of
Section 2 of Article IV.

                 Any  director  appointed in  accordance  with clause (i) of the
preceding sentence shall hold office until the next annual or special meeting of
stockholders  and until such  director's  successor shall have been duly elected
and  qualified.  Any  director  elected in  accordance  with  clause (ii) of the
preceding  sentence  shall hold office for the remainder of the full term of the
class of  director  in which the new  directorship  was  created  and until such
director's successor shall have been duly elected and qualified.  No decrease in
the number of  directors  constituting  the Board shall  shorten the term of any
incumbent director.

                 Section  4.  Removal.  Subject  to the  rights  of any class or
series of stock  having a  preference  over the Common  Stock as to dividends or
upon liquidation to elect directors under specified circumstances,  any director
may be removed from office only for cause by the affirmative vote of the holders
of the shares of Common  Stock,  voting in  accordance  with the  provisions  of
Section 2 of Article IV.

                                  Article VII.
                                     By-Laws

                 The By-Laws  may be altered or repealed  and new By-Laws may be
adopted (1) at any annual or special meeting of stockholders, by the affirmative
vote of the  holders of the shares of Common  Stock  voting in  accordance  with
Section  2 of  Article  IV;  provided,  however,  that in the  case of any  such
stockholder action at a special meeting of stockholders,  notice of the proposed
alteration, repeal or adoption of the new By-Law or By-Laws must be contained in
the notice of such special meeting, or (2) by the affirmative vote of a majority
of the Whole Board.

                                  Article VIII.
                    Amendment of Certificate of Incorporation

                 The  Corporation  reserves  the  right at any time from time to
time  to  amend,  alter,  change  or  repeal  any  provision  contained  in this
Certificate of Incorporation, and any other provisions authorized by the laws of
the  State of  Delaware  at the time in force may be added or  inserted,  in the
manner now or hereafter prescribed by law; and, except as set forth in Article X
all rights,  preferences  and  privileges of whatsoever  nature  conferred  upon
stockholders,  directors or any other persons whomsoever by and pursuant to this
Certificate  of  Incorporation  in its present form or as hereafter  amended are
granted subject to the right reserved in this Article.

                                   Article IX.
                                Corporate Action

                 In  addition  to any other  considerations  which the Board may
lawfully take into account,  in  determining  whether to take or to refrain from
taking corporate action on any matter, including making or declining to make any
recommendation  to the  stockholders  of the  Corporation,  the Board may in its
discretion  consider the long-term as well as short-term  best


                                      -9-
<PAGE>

interests of the Corporation (including the possibility that these interests may
be best served by the continued  independence of the  Corporation),  taking into
account,  and weighing as the directors  deem  appropriate,  the effects of such
action  on  employees,  suppliers  and  customers  of the  Corporation  and  its
subsidiaries  and  the  effect  upon  communities  in  which  offices  or  other
facilities of the Corporation  are located,  and any other factors the directors
consider pertinent.


                                   Article X.
                  Section 1. Limited Liability; Indemnification


                 Section 1. Limited  Liability of  Directors.  A director of the
Corporation   shall  not  be  personally   liable  to  the  Corporation  or  its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except to the extent such exemption from liability or limitation  thereof is not
permitted under the DGCL as the same exists or may hereafter be amended. Neither
the  amendment  nor repeal of  Section 1 of this  Article X shall  eliminate  or
reduce  the  effect of  Section 1 of this  Article X in  respect  of any  matter
occurring, or any cause of action, suit or claim that, but for Section l of this
Article X would accrue or arise, prior to such amendment or repeal.

                 Section 2. Indemnification and Insurance.

                 (a) Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,  suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter  a  "proceeding"),  by reason of the fact  that such  person,  or a
person of whom such person is the legal representative,  is or was a director or
officer  of  the  Corporation  or is or  was  serving  at  the  request  of  the
Corporation as a director or officer of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an official  capacity as a director or officer or in any other capacity while
serving as a director or officer shall be  indemnified  and held harmless by the
Corporation to the fullest extent  authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, to the fullest
extent  permitted  by law,  only to the extent that such  amendment  permits the
Corporation to provide  broader  indemnification  rights than said law permitted
the  Corporation  to provide  prior to such  amendment),  against  all  expense,
liability and loss (including attorneys' fees, judgment,  fines, amounts paid or
to be paid in  settlement,  and  excise  taxes or  penalties  arising  under the
Employee Retirement Income Security Act of 1974, as in effect from time to time)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer,  and shall inure to the benefit of such person's  heirs,  executors and
administrators;  provided, however, that, except as provided in paragraph (b) of
this  Section,   the  Corporation   shall  indemnify  any  such  person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
Board.  The  right  to  indemnification  conferred  in this  Section  shall be a
contract  right and shall  include  the  right to have the  Corporation  pay the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition;  any  advance  payments  to be paid by the  Corporation  within  20
calendar days after the receipt by the  Corporation of a statement or


                                      -10-
<PAGE>

statements  from the claimant  requesting  such advance or advances from time to
time;  provided,  however,  that,  if and to the extent the DGCL  requires,  the
payment of such  expenses  incurred  by a director  or officer in such  person's
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the Corporation of an undertaking,  by or on behalf of such director or officer,
to repay all amounts so advanced if it shall  ultimately be determined that such
director or officer is not  entitled  to be  indemnified  under this  Section or
otherwise.  The Corporation  may, to the extent  authorized from time to time by
the Board, grant rights to  indemnification,  and rights to have the Corporation
pay the expenses  incurred in defending  any  proceeding in advance of its final
disposition,  to any employee or agent of the  Corporation to the fullest extent
of the  provisions  of this  Article  with  respect to the  indemnification  and
advancement of expenses of directors and officers of the Corporation.

                 (b) Right of Claimant to Bring Suit. If a claim under paragraph
(a) of this  Section is not paid in full by the  Corporation  within 30 calendar
days after a written  claim has been received by the  Corporation,  the claimant
may at any time  thereafter  bring suit against the  Corporation  to recover the
unpaid amount of the claim and, if successful in whole or in part,  the claimant
shall be  entitled  to be paid also the expense of  prosecuting  such claim.  It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses  incurred in defending any proceeding in advance of its final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered  to the  Corporation)  that the  claimant  has not met the  standard of
conduct  which  makes it  permissible  under  the DGCL  for the  Corporation  to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because the claimant has met the applicable standard of conduct set forth in the
DGCL,  nor an actual  determination  by the  Corporation  (including  its Board,
independent legal counsel,  or its  stockholders)  that the claimant has not met
such applicable standard of conduct,  shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

                 (c) Non-Exclusivity of Rights. The right to indemnification and
the payment of expenses  incurred in  defending a  proceeding  in advance of its
final disposition  conferred in this Section shall not be exclusive of any other
right which any person (including,  without limitation, any person other than an
officer or director of the Corporation) may have or hereafter  acquire under any
statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote
of  stockholders  or  disinterested   directors  or  otherwise.   No  repeal  or
modification  of this Article shall in any way diminish or adversely  affect the
rights of any director or officer of the Corporation hereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.

                 (d) Insurance.  The Corporation may maintain insurance,  at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,


                                      -11-
<PAGE>

whether or not the  Corporation  would have the power to  indemnify  such person
against such expense, liability or loss under the DGCL.

                 (e)  Severability.  If any  provision  or  provisions  of  this
Article X shall be held to be invalid,  illegal or unenforceable  for any reason
whatsoever:  (1) the  validity,  legality and  enforceability  of the  remaining
provisions of this Article X (including, without limitation, each portion of any
paragraph of this Article X containing  any such  provision  held to be invalid,
illegal or  unenforceable,  that is not itself  held to be  invalid,  illegal or
unenforceable)  shall not in any way be affected or impaired thereby, and (2) to
the fullest  extent  possible,  the  provisions  of this  Article X  (including,
without  limitation,  each  such  portion  of any  paragraph  of this  Article X
containing  any such  provision  held to be invalid,  illegal or  unenforceable)
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

                  IN WITNESS  WHEREOF,  the Corporation has caused this Restated
Certificate of Incorporation to be duly executed this 2nd day of April, 2002.

                                          RAYTHEON COMPANY



                                          By: /s/ John W. Kapples
                                              John W. Kapples
                                              Vice President and Secretary