EXHIBIT 4.3

                          CERTIFICATE OF DESIGNATION OF

                            PREFERENCES AND RIGHTS OF

                                RAYTHEON COMPANY

                          SERIES B JUNIOR PARTICIPATING

                                 PREFERRED STOCK


         Raytheon  Company,  a Delaware  corporation  (hereinafter  called,  the
"Corporation"),  pursuant to Section 151 of the General  Corporation  Law of the
State of Delaware,  does hereby make this  Certificate of  Designation  and does
hereby state and certify that pursuant to the authority  expressly vested in the
Board  of  Directors  of  the   Corporation  by  the  Restated   Certificate  of
Incorporation  of the  Corporation  (the "Restated  Certificate"),  the Board of
Directors of the Corporation duly adopted the following resolutions:

         RESOLVED,  that  pursuant  to  Article IV of the  Restated  Certificate
(which authorizes  200,000,000  shares of preferred stock, $.01 par value),  the
Board  of  Directors  of  the  Corporation   hereby  fixes  the  voting  powers,
designations and preferences and the relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions thereof, of
the Series B Junior Participating Preferred Stock.

         RESOLVED,  that  each  share  of  the  Series  B  Junior  Participating
Preferred  Stock shall rank  equally in all respects and shall be subject to the
following provisions:

         SECTION 1.  Designation and Amount.  The shares of such series shall be
designated  as "Series B Junior  Participating  Preferred  Stock" (the "Series B
Preferred  Stock") and the number of shares  constituting the Series B Preferred
Stock shall be 6,000,000. 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 B  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 B Preferred Stock.

         SECTION 2. Dividends and Distributions.

              (a)  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 B Preferred Stock with respect to dividends, the holders of shares of
Series B  Preferred  Stock,  in  preference  to the  holders of shares of common
stock,  $0.01 par value, of the Corporation  ("Common Stock"),  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
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Dividend Payment Date after the first issuance of a share or fraction of a share
of Series B 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 B 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 B 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.

              (b) The  Corporation  shall declare a dividend or  distribution on
the Series B  Preferred  Stock as  provided  in  paragraph  (a) of this  section
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 B  Preferred  Stock  shall  nevertheless  be payable  on such  subsequent
Quarterly Dividend Payment Date.

              (c)  Dividends   shall  begin  to  accrue  and  be  cumulative  on
outstanding  shares of Series B  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 B  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 B 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 B  Preferred
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.

         SECTION 3. Voting  Rights.  The holders of shares of Series B Preferred
Stock shall have the following voting rights:

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              (a) Subject to the provision for adjustment hereinafter set forth,
each share of Series B 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 B
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.

              (b) 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 B Preferred Stock and the holders of shares
of Common Stock shall vote  together as one class on all matters  submitted to a
vote of stockholders of the Corporation.

              (c) Except as set forth herein,  or as otherwise  provided by law,
holders of Series B  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.

         SECTION 4. Certain Restrictions.

              (a)   Whenever   quarterly   dividends   or  other   dividends  or
distributions  payable on the Series B Preferred  Stock as provided in Section 2
are in  arrears,  thereafter  and until all  accrued  and unpaid  dividends  and
distributions,  whether or not declared,  on shares of Series B Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

                  (i) 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 B Preferred Stock;

                  (ii)   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 B
Preferred  Stock except  dividends paid ratably on the Series B 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;

                  (iii)   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 the Series B 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 B Preferred Stock; or

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                  (iv) redeem or purchase or otherwise acquire for consideration
any  shares of Series B  Preferred  Stock or any  shares of stock  ranking  on a
parity with the Series B 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.

              (b)  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 (a) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

         SECTION 5.  Reacquired  Shares.  Any shares of Series B 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.

         SECTION  6.   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 B
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series B
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 B
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 B  Preferred  Stock  except  distributions  made  ratably on the Series B
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 B 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 and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

         SECTION 7.  Consolidation,  Merger,  etc. In case the Corporation shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common

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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 B 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 B  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.

         SECTION 8. No Redemption.  The shares of Series B Preferred Stock shall
not be redeemable.

         SECTION 9. Rank. The Series B 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.

         SECTION  10.  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 B 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 B Preferred Stock voting
together as a single class.


                  [Remainder of Page Intentionally Left Blank]

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         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Designation to be duly executed by its duly  authorized  officer and attested by
its secretary this 2nd day of April, 2002.

                                           RAYTHEON COMPANY


                                           By: /s/ Neal E. Minahan
                                               Name:    Neal E. Minahan
                                               Title:   Senior Vice President
                                                           and General Counsel



ATTEST:


/s/ John W. Kapples
Name:  John W. Kapples
Title:  Secretary