Exhibit 4.23

                                     FORM OF

                                RAYTHEON COMPANY

                               GUARANTEE AGREEMENT

                          ----------------------------

                           Dated as of _____ ___, ____



<PAGE>



 Certain Sections of this Trust Agreement relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture                                                      Trust
  Act Section                                                  Agreement Section

ss.310 (a)(1)...............................................................4.01
       (a)(2)...............................................................4.01
       (a)(3).....................................................Not Applicable
       (a)(4).....................................................Not Applicable
       (a)(5)...............................................................4.01
       (b)..................................................................2.08
       (c)........................................................Not Applicable
ss.311 (a)...............................................................2.08(b)
       (b)...............................................................2.08(b)
       (c)........................................................Not Applicable
ss.312................................................................2.02, 2.07
ss.313 (a)..................................................................2.03
       (b)..................................................................2.03
       (c)..................................................................2.03
       (d)..................................................................2.03
ss.314 (a)..................................................................2.04
       (b)........................................................Not Applicable
       (c)..................................................................2.05
       (d)........................................................Not Applicable
       (e)..................................................................1.01
ss.315 (a)..................................................................3.02
       (b)..................................................................3.01
       (c)..................................................................3.02
       (d)..................................................................3.02
       (e)........................................................Not Applicable
ss.316 (a)............................................................5.04, 2.06
       (b)..................................................................5.03
       (c)........................................................Not Applicable
ss.317......................................................................2.01
ss.318(a)...................................................................2.01

----------------------
NOTE: This  reconciliation  and tie shall not, for any purpose,  be deemed to be
part of the Trust Agreement.
<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents

                                                                                                               Page

<S>                                                                                                              <C>
ARTICLE I  DEFINITIONS.............................................................................................1
         Section 1.01  Definitions.................................................................................1
ARTICLE II  TRUST INDENTURE ACT....................................................................................4
         Section 2.01  Trust Indenture Act; Application............................................................4
         Section 2.02  Lists of Holders of Preferred Securities....................................................5
         Section 2.03  Reports by the Guarantee Trustee............................................................5
         Section 2.04  Periodic Reports to the Guarantee Trustee...................................................5
         Section 2.05  Evidence of Compliance with Conditions Precedent............................................5
         Section 2.06  Events of Default; Waiver...................................................................6
         Section 2.07  Disclosure of Information...................................................................6
         Section 2.08  Conflicting Interest........................................................................6
ARTICLE III  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE....................................................6
         Section 3.01  Powers and Duties of the Guarantee Trustee..................................................6
         Section 3.02  Certain Rights and Duties of the Guarantee Trustee..........................................7
         Section 3.03  Not Responsible for Recitals or Issuance of Guarantee.......................................9
         Section 3.04  The Guarantee Trustee May Own Preferred Securities..........................................9
         Section 3.05  Moneys Received by the Guarantee Trustee to Be Held in Trust Without Interest...............9
         Section 3.06  Compensation and Expenses of Guarantee Trustee..............................................9
ARTICLE IV  GUARANTEE TRUSTEE.....................................................................................10
         Section 4.01  Qualifications.............................................................................10
         Section 4.02  Appointment, Removal and Resignation of the Guarantee Trustee..............................11
ARTICLE V  GUARANTEE..............................................................................................11
         Section 5.01  Guarantee..................................................................................11
         Section 5.02  Waiver of Notice...........................................................................11
         Section 5.03  Obligations Not Affected...................................................................12
         Section 5.04  Enforcement of Guarantee...................................................................13
         Section 5.05  Guarantee of Payment.......................................................................13
         Section 5.06  Subrogation................................................................................13
         Section 5.07  Independent Obligations....................................................................13
ARTICLE VI  LIMITATION OF TRANSACTIONS; [SUBORDINATION]...........................................................14
         Section 6.01  Limitation of Transactions.................................................................14
         Section 6.02  [Subordination.............................................................................15
ARTICLE VII  TERMINATION..........................................................................................15
         Section 7.01  Termination................................................................................15
ARTICLE VIII  LIMITATION OF LIABILITY; INDEMNIFICATION............................................................15
         Section 8.01  Exculpation................................................................................15
         Section 8.02  Indemnification............................................................................16
         Section 8.03  Survive Termination........................................................................16
ARTICLE IX  MISCELLANEOUS.........................................................................................16
         Section 9.01  Successors and Assigns.....................................................................16
         Section 9.02  Amendments.................................................................................16
         Section 9.03  Notices....................................................................................17
</TABLE>


                                        i
<PAGE>

<TABLE>
<CAPTION>
                                Table of Contents
                                   (continued)
                                                                                                               Page

<S>                                                                                                              <C>
         Section 9.04  Genders....................................................................................17
         Section 9.05  Benefit....................................................................................17
         Section 9.06  Governing Law..............................................................................17
         Section 9.07  Counterparts...............................................................................18
         Section 9.08  [Exercise of Overallotment Option..........................................................18
         Section 9.09  Limited Liability..........................................................................18
</TABLE>


                                       ii

<PAGE>



         This GUARANTEE AGREEMENT, dated as of __________, ____, is executed and
delivered by RAYTHEON COMPANY, a Delaware corporation (the "Guarantor"), and The
Bank of New York,  a New York  banking  corporation,  as the  initial  Guarantee
Trustee (as defined  herein) for the benefit of the Holders (as defined  herein)
from time to time of the Preferred  Securities  (as defined  herein) of RC Trust
II, a Delaware statutory business trust (the "Issuer").

         WHEREAS,  pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"),  dated as of  ______________,  ____,  among the  trustees of the
Issuer named therein, Raytheon Company, as Sponsor, and the Holders from time to
time of preferred  undivided  beneficial  interests in the assets of the Issuer,
the Issuer may issue up to $_____________  aggregate  liquidation  amount of its
_____%  [Convertible]  Trust Preferred  Securities (the "Preferred  Securities")
representing  preferred undivided  beneficial interests in its assets and having
the terms set forth in the  Declaration [, of which  $_____________  liquidation
amount of Preferred  Securities is being issued as of the date hereof. Up to the
remaining  $______________  liquidation  amount of Preferred  Securities  may be
issued by the Issuer if and to the extent that the over-allotment option granted
by the Guarantor and the Issuer pursuant to the  Underwriting  Agreement (as may
be defined in the  Declaration)  is exercised by the  Underwriters  named in the
Underwriting Agreement]; and

         WHEREAS, as incentive for the Holders to purchase Preferred Securities,
the Guarantor  desires to irrevocably and  unconditionally  agree, to the extent
set forth  herein,  to pay to the Holders  the  Guarantee  Payments  (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein;

         NOW,  THEREFORE,  in  consideration  of the  purchase by each Holder of
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the Guarantor,  the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time.

                                   ARTICLE I

                                   DEFINITIONS

Section 1.01 Definitions.

         (a) Capitalized terms used in this Guarantee  Agreement but not defined
in the preamble or recitals above have the respective  meanings assigned to them
in this Section 1.01.

         (b) A term defined  anywhere in this  Guarantee  Agreement has the same
meaning throughout.

         (c) All  references to "the  Guarantee  Agreement"  or "this  Guarantee
Agreement" are to this Guarantee Agreement as modified,  supplemented or amended
from time to time.

         (d) All references in this Guarantee Agreement to Articles and Sections
are to  Articles  and  Sections of this  Guarantee  Agreement  unless  otherwise
specified.


<PAGE>

         (e) A term defined in the Trust Indenture Act has the same meaning when
used in this  Guarantee  Agreement  unless  otherwise  defined in this Guarantee
Agreement or unless the context otherwise requires.

         (f) A reference to the singular includes the plural and vice versa.

         "Affiliate" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by, or under direct or indirect  common
control with, such specified Person. For purposes of this definition,  "control"
of a Person shall mean the power to direct the  management  and policies of such
Person,  directly  or  indirectly,  whether  through  the  ownership  of  voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" shall have meanings correlative to the foregoing.

         "Business Day" has the meaning set forth in the Declaration.

         "Commission"   means  the  United   States   Securities   and  Exchange
Commission.

         "Declaration" has the meaning set forth in the recitals above.

         "Distributions"  means the periodic  distributions  and other  payments
payable to Holders in accordance with the terms of the Preferred  Securities (as
set forth in the Declaration).

         "Event of  Default"  means a  default  by the  Guarantor  on any of its
payment or other obligations under this Guarantee Agreement;  provided, however,
that, except with respect to a default in payment of any Guarantee Payment,  any
such default shall  constitute  an Event of Default only if the Guarantor  shall
have  received  notice of such  default  and shall not have cured  such  default
within 60 days after receipt of such notice.

         ["Extension Period" has the meaning set forth in the Indenture.]

         "Guarantee  Payments"  means the following  payments or  distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf  of the  Issuer:  (i) any  accumulated  and  unpaid
Distributions  and the Redemption  Price,  including all  accumulated and unpaid
Distributions  to  the  date  of  redemption,  with  respect  to  any  Preferred
Securities  called  for  redemption  by the Issuer but only if and to the extent
that in each case the Issuer has fund legally available therefor and (ii) upon a
voluntary or  involuntary  dissolution,  winding up or termination of the Issuer
(other than in connection with the  distribution of Notes to Holders in exchange
for Preferred  Securities or the redemption of the Preferred  Securities in full
upon  the  maturity  or  redemption  of all  of the  Notes  as  provided  in the
Declaration),  the lesser of (a) the aggregate of the liquidation amount and all
accumulated and unpaid  Distributions on the Preferred Securities to the date of
payment, to the extent the Issuer has funds legally available therefor,  and (b)
the amount of assets of the Issuer remaining  legally available for distribution
to Holders upon liquidation of the Issuer.

         "Guarantee  Trustee"  means  The Bank of New York,  a New York  banking
corporation,  in its capacity as guarantee trustee hereunder,  until a Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms of this  Guarantee


                                      -2-
<PAGE>

Agreement,  and thereafter means each such Successor  Guarantee Trustee,  in its
capacity as guarantee trustee hereunder.

         "Holder"  means any holder,  as  registered on the books and records of
the Issuer, of any Preferred Securities;  provided, however, that in determining
whether the Holders of the  requisite  percentage of Preferred  Securities  have
given any  request,  notice,  consent or waiver  hereunder,  "Holder"  shall not
include the Guarantor or any Affiliate of the Guarantor.

         "Indemnified  Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives or agents of the Guarantee Trustee.

         "Indenture"  means  the  Indenture  dated  as of July 3,  1995  between
Raytheon  Company and The Bank of New York, as trustee,  as  supplemented by the
________  Supplemental  Indenture  thereto  dated as of  _______  __,  ____ (the
"Supplemental Indenture"), pursuant to which the Notes are to be issued.

         "Majority  of  Outstanding  Preferred  Securities"  means  Holder(s) of
outstanding Preferred Securities, voting together as a single class, who are the
record owners of more than 50% of the outstanding Preferred Securities.

         "Notes"  means  the [name of series  of Notes  issued  pursuant  to the
Indenture] issued to the [Property Trustee/Issuer] by Raytheon Company under the
Indenture.

         "Officers'   Certificate"   means,   with  respect  to  any  Person,  a
certificate  signed  by the  Chairman  of the  Board,  the  President,  any Vice
Chairman of the Board,  any Vice  President,  the Chief Financial  Officer,  the
Treasurer,  any  Assistant  Treasurer,  the  Controller,  the  Secretary  or any
Assistant Secretary of such Person, and delivered to the Guarantee Trustee.  One
of the officers signing an Officers'  Certificate given pursuant to Section 2.04
shall  be the  principal  executive,  financial  or  accounting  officer  of the
Guarantor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant  provided for in this Guarantee  Agreement  shall include,
where applicable:

                  (i) a statement  that the person making such  certificate  has
read such covenant or condition;

                  (ii) a brief  statement  as to the  nature  and  scope  of the
examination or investigation  upon which the statements or opinions contained in
such certificate are based;

                  (iii) a statement  that, in the opinion of such person,  he or
she has made such  examination or investigation as is necessary to enable him or
her to  express an  informed  opinion  as to  whether  or not such  covenant  or
condition has been complied with; and

                  (iv) a statement  as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         "Person" means a legal person,  including any individual,  corporation,
estate, partnership,  limited liability company, joint venture,  incorporated or
unincorporated   association,   joint  stock


                                      -3-
<PAGE>

company,  trust,  unincorporated  organization  or government or other agency or
political subdivision thereof, or other entity of any kind.

         "Preferred Securities" has the meaning set forth in the recitals above.

         "Property  Trustee"  means The Bank of New York,  as  Property  Trustee
under the Declaration,  or any successor trustee that is a financial institution
unaffiliated with the Issuer acting as Property Trustee under the Declaration.

         "Redemption  Price"  means the  amount  payable  on  redemption  of the
Preferred Securities in accordance with the terms of the Preferred Securities.

         "Responsible  Officer"  means,  when used with respect to the Guarantee
Trustee,  any officer  within the  corporate  trust  department of the Guarantee
Trustee,  including any vice  president,  assistant  vice  president,  assistant
secretary,  assistant  treasurer,  trust  officer  or any other  officer  of the
Guarantee Trustee who customarily  performs functions similar to those performed
by the Persons who at the time shall be such officers,  respectively, or to whom
any corporate trust matter is referred because of such Person's knowledge of and
familiarity  with the  particular  subject and, in either  case,  who shall have
direct responsibility for the administration of this Guarantee Agreement.

         "Successor  Guarantee  Trustee"  means a  successor  Guarantee  Trustee
possessing the qualifications to act as a Guarantee Trustee under Section 4.01.

         "Supplemental Indenture" has the meaning specified in the definition of
Indenture.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation and the rules and regulations of
the Commission promulgated thereunder.

                                   ARTICLE II

                               TRUST INDENTURE ACT

Section 2.01 Trust Indenture Act; Application.

         (a) This Guarantee  Agreement is subject to the provisions of the Trust
Indenture  Act that are  required  to be part of this  Guarantee  Agreement  and
shall, to the extent applicable, be governed by such provisions.

         (b) If and to the extent that any provision of this Guarantee Agreement
limits,  qualifies or conflicts  with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         (c) The  application  of the  Trust  Indenture  Act to  this  Guarantee
Agreement  shall not  affect the nature of the  Preferred  Securities  as equity
securities  representing  preferred undivided beneficial interests in the assets
of the Issuer.



                                      -4-
<PAGE>

Section 2.02 Lists of Holders of Preferred Securities.


         (a) The  Guarantor  shall  provide the  Guarantee  Trustee  (unless the
Guarantee Trustee is the registrar of the Preferred  Securities) with a list, in
such form as the  Guarantee  Trustee may  reasonably  require,  of the names and
addresses of the Holders  ("List of Holders") (i) as of the record date relating
to the payment of any  Distribution,  at least [one]  Business  Day prior to the
date for payment of such Distribution, except while the Preferred Securities are
represented by one or more Global Securities, and (ii) at any other time, within
30 days of receipt by the  Guarantor  of a written  request  from the  Guarantee
Trustee for a List of Holders as of a date no more than 15 days before such List
of Holders is given to the  Guarantee  Trustee;  provided  that in each case the
Guarantor  shall not be  obligated  to provide  such List of Holders at any time
that the List of Holders  does not differ  from the most  recent List of Holders
given to the Guarantee  Trustee by the  Guarantor.  The Guarantee  Trustee shall
preserve,  in as current a form as is reasonably  practicable,  all  information
contained  in the Lists of  Holders  given to it;  provided  that the  Guarantee
Trustee may destroy any List of Holders  previously  given to it on receipt of a
new List of Holders.

         (b) The  Guarantee  Trustee  shall  comply with its  obligations  under
Section 312(b) of the Trust Indenture Act.

Section 2.03 Reports by the Guarantee Trustee.

         Within 60 days after ______ of each year,  commencing ______, 200_, the
Guarantee  Trustee  shall deliver to the Holders such reports as are required by
Section 313 of the Trust  Indenture  Act, if any, in the form, in the manner and
at the times  provided by Section 313 of the Trust  Indenture Act. The Guarantee
Trustee  shall also  comply  with the other  requirements  of Section 313 of the
Trust  Indenture  Act.  A copy of each such  report  shall,  at the time of such
transmission  to the  Holders,  be  filed  by the  Guarantee  Trustee  with  the
Guarantor, with each stock exchange or quotation system upon which any Preferred
Securities  are  listed or traded  (if so  listed or  traded)  and also with the
Commission.  The  Guarantor  agrees to notify  the  Guarantee  Trustee  when any
Preferred Securities become listed on any stock exchange or quotation system and
of any delisting thereof.

Section 2.04 Periodic Reports to the Guarantee Trustee.

         The Guarantor  shall provide to the Guarantee  Trustee such  documents,
reports and  information  (if any) as required by Section  314(a)(1)-(3)  of the
Trust  Indenture  Act  and  the  compliance  certificates  required  by  Section
314(a)(4)  and (c) of the  Trust  Indenture  Act,  any such  certificates  to be
provided  in the form,  in the  manner  and at the  times  required  by  Section
314(a)(4) and (c) of the Trust Indenture Act.

Section 2.05 Evidence of Compliance with Conditions Precedent.

         The Guarantor  shall provide to the Guarantee  Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Guarantee
Agreement  which relate to any of the matters set forth in Section 314(c) of the
Trust  Indenture  Act.  Any  certificate  or opinion  required to be given by an
officer  pursuant  to Section  314(c)  may be given in the form of an  Officers'
Certificate.


                                      -5-
<PAGE>

Section 2.06 Events of Default; Waiver.

         (a) The Holders of a Majority of Outstanding  Preferred Securities may,
by vote,  on behalf of the  Holders,  waive any past  Event of  Default  and its
consequences.  Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default  arising  therefrom shall be deemed to have been cured,
for every purpose of this Guarantee  Agreement,  but no such waiver shall extend
to any  subsequent  or other  default or Event of  Default,  or impair any right
consequent thereon.

         (b) Notwithstanding Section 2.06(a), the right of any Holder to receive
payment of the Guarantee  Payments in accordance with this Guarantee  Agreement,
or to  institute  suit for the  enforcement  of any such  payment,  shall not be
impaired without the consent of each such Holder.

Section 2.07 Disclosure of Information.

         The  disclosure  of  information  as to the names and  addresses of the
Holders in accordance with Section 312 of the Trust Indenture Act, regardless of
the source from which such information was derived,  shall not be deemed to be a
violation  of any  existing  law, or any law  hereafter  enacted  which does not
specifically  refer to Section  312 of the Trust  Indenture  Act,  nor shall the
Guarantee Trustee be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

Section 2.08 Conflicting Interest.

         (a) The  Declaration  shall be deemed to be  specifically  described in
this  Guarantee  Agreement  for the purposes of clause (i) of the first  proviso
contained in Section 310(b) of the Trust Indenture Act.

         (b) The  Guarantee  Trustee  shall  comply with its  obligations  under
Sections 310(b) and 311 of the Trust Indenture Act.

                                  ARTICLE III

                            POWERS, DUTIES AND RIGHTS
                            OF THE GUARANTEE TRUSTEE

Section 3.01 Powers and Duties of the Guarantee Trustee.

         (a) This Guarantee  Agreement shall be held by the Guarantee Trustee in
trust for the benefit of the Holders.  The Guarantee  Trustee shall not transfer
its right, title and interest in this Guarantee Agreement to any Person except a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
its appointment to act as Guarantee Trustee or to a Holder exercising his or her
rights  pursuant  to Section  5.04(iv).  The right,  title and  interest  of the
Guarantee Trustee to this Guarantee  Agreement shall vest  automatically in each
Person who may hereafter be appointed as Guarantee  Trustee in  accordance  with
Article IV. Such vesting and  cessation  of title shall be effective  whether or
not conveyancing documents have been executed and delivered.


                                      -6-
<PAGE>

         (b)  If an  Event  of  Default  has  occurred  and is  continuing,  the
Guarantee Trustee shall enforce this Guarantee  Agreement for the benefit of the
Holders.

         (c) This Guarantee  Agreement and all moneys  received by the Guarantee
Trustee in respect of the  Guarantee  Payments will not be subject to any right,
charge,  security  interest,  lien or claim of any kind in favor  of, or for the
benefit of, the Guarantee Trustee or its agents or their creditors.

         (d) The Guarantee Trustee shall, within 90 days after the occurrence of
an Event of Default  actually  known to a  Responsible  Officer of the Guarantee
Trustee, transmit by mail, first class postage prepaid, to the Holders, as their
names and addresses  appear upon the List of Holders,  notice of all such Events
of Default, unless such defaults shall have been cured before the giving of such
notice;  provided that the Guarantee  Trustee shall be protected in  withholding
such notice if and so long as the board of directors, the executive committee or
a trust  committee of directors  and/or  Responsible  Officers of the  Guarantee
Trustee in good faith  determines  that the withholding of such notice is in the
interests  of the Holders.  The  Guarantee  Trustee  shall not be deemed to have
knowledge  of any Event of  Default  except any Event of Default as to which the
Guarantee  Trustee shall have received  written notice or a Responsible  Officer
charged with the administration of this Guarantee  Agreement shall have obtained
written notice of such Event of Default.

         (e) The Guarantee  Trustee shall continue to serve as a trustee until a
Successor  Guarantee Trustee has been appointed and accepted that appointment in
accordance with Article IV.

Section 3.02 Certain Rights and Duties of the Guarantee Trustee.

         (a) The Guarantee Trustee, before the occurrence of an Event of Default
and after the curing or waiving of all Events of Default that may have occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this  Guarantee  Agreement,  and no  implied  covenants  shall be read into this
Guarantee  Agreement against the Guarantee Trustee.  In case an Event of Default
has occurred (that has not been cured or waived  pursuant to Section 2.06),  the
Guarantee  Trustee shall  exercise such of the rights and powers vested in it by
this  Guarantee  Agreement,  and use the same  degree  of care and  skill in its
exercise  thereof,  as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of his own affairs.

         (b) No  provision  of this  Guarantee  Agreement  shall be construed to
relieve the Guarantee Trustee from liability for its own negligent  action,  its
own negligent failure to act or its own willful misconduct, except that:

                  (i) prior to the  occurrence  of an Event of Default and after
the curing or waiving of all such Events of Default that may have occurred:

                           (A)  the  duties  and  obligations  of the  Guarantee
Trustee shall be determined  solely by the express  provisions of this Guarantee
Agreement,  and  the  Guarantee  Trustee  shall  not be  liable  except  for the
performance of such duties and obligations as are specifically set forth in this
Guarantee Agreement,  and no implied covenants or obligations shall be read into
this Guarantee Agreement against the Guarantee Trustee; and


                                      -7-
<PAGE>

                           (B) in the  absence  of bad  faith on the part of the
Guarantee Trustee,  the Guarantee Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions  expressed  therein,  upon
any certificates or opinions  furnished to the Guarantee  Trustee and conforming
to the requirements of this Guarantee Agreement;  provided, however, that in the
case of any such  certificates  or opinions that by any provision  hereof or the
Trust Indenture Act are  specifically  required to be furnished to the Guarantee
Trustee,  the  Guarantee  Trustee  shall be under a duty to examine  the same to
determine  whether or not they  conform to the  requirements  of this  Guarantee
Agreement or the Trust Indenture Act, as the case may be;

                  (ii) the  Guarantee  Trustee shall not be liable for any error
of  judgment  made in good  faith  by a  Responsible  Officer  of the  Guarantee
Trustee,  unless it shall be proved that the Guarantee  Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;

                  (iii) the  Guarantee  Trustee shall not be liable with respect
to any action  taken or  omitted  to be taken by it in good faith in  accordance
with the  direction  of the  Holders  of a  Majority  of  Outstanding  Preferred
Securities  relating to the time,  method and place of conducting any proceeding
for any remedy  available to the Guarantee  Trustee,  or exercising any trust or
power conferred upon the Guarantee Trustee under this Guarantee Agreement; and

                  (iv) no provision of this  Guarantee  Agreement  shall require
the  Guarantee  Trustee  to  expend  or risk its own  funds or  otherwise  incur
personal  financial  liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing  that the  repayment  of such  funds or  liability  is not  reasonably
assured to it under the terms of this Guarantee  Agreement or adequate indemnity
against such risk or liability is not reasonably assured to it.

         (c) Subject to the provisions of Section 3.02(a) and (b):

                  (i)  whenever  in  the   administration   of  this   Guarantee
Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved
or established prior to taking,  suffering or omitting any action hereunder, the
Guarantee Trustee (unless other evidence is herein specifically prescribed) may,
in the  absence  of bad faith on its part,  request  and rely upon an  Officers'
Certificate, which, upon receipt of such request, shall be promptly delivered by
the Guarantor;

                  (ii) the Guarantee Trustee (A) may consult with counsel (which
may be counsel to the Guarantor or any of its  Affiliates and may include any of
its  employees)  selected  by it in good faith and with due care and the written
advice or opinion of such counsel with  respect to legal  matters  shall be full
and  complete  authorization  and  protection  in respect  of any action  taken,
suffered or omitted by it hereunder in good faith and in reliance thereon and in
accordance  with such  advice and  opinion,  and (B) shall have the right at any
time  to seek  instructions  concerning  the  administration  of this  Guarantee
Agreement from any court of competent jurisdiction;

                  (iii) the  Guarantee  Trustee may execute any of the trusts or
powers  hereunder  or perform  any duties  hereunder  either  directly  or by or
through agents or attorneys,  and the


                                      -8-
<PAGE>

Guarantee  Trustee shall not be responsible  for any misconduct or negligence on
the part of any agent or  attorney  appointed  by it in good  faith and with due
care;

                  (iv) the  Guarantee  Trustee  shall be under no  obligation to
exercise any of the rights or powers vested in it by this Guarantee Agreement at
the request or direction of any Holder, unless such Holder shall have offered to
the  Guarantee  Trustee  security and  indemnity  satisfactory  to the Guarantee
Trustee against the costs, expenses (including attorneys' fees and expenses) and
liabilities  that might be  incurred  by it in  complying  with such  request or
direction; provided that nothing contained in this clause (iv) shall relieve the
Guarantee Trustee of the obligation,  upon the occurrence of an Event of Default
(which has not been cured or waived) to  exercise  such of the rights and powers
vested in it by this Guarantee Agreement, and to use the same degree of care and
skill in this  exercise  as a prudent  person  would  exercise  or use under the
circumstances in the conduct of his own affairs; and

                  (v) any action  taken by the  Guarantee  Trustee or its agents
hereunder shall bind the Holders,  and the signature of the Guarantee Trustee or
its agents alone shall be  sufficient  and effective to perform any such action;
and no third  party  shall be  required  to inquire as to the  authority  of the
Guarantee  Trustee to so act, or as to its compliance  with any of the terms and
provisions  of this  Guarantee  Agreement,  both of which shall be  conclusively
evidenced by the Guarantee Trustee's or its agent's taking such action.

Section 3.03 Not Responsible for Recitals or Issuance of Guarantee

         The recitals  contained in this Guarantee  Agreement  shall be taken as
the statements of the Guarantor,  and the Guarantee  Trustee does not assume any
responsibility   for  their   correctness.   The  Guarantee   Trustee  makes  no
representations as to the validity or sufficiency of this Guarantee Agreement.

Section 3.04 The Guarantee Trustee May Own Preferred Securities.

         The Guarantee  Trustee,  in its individual or any other  capacity,  may
become the owner or pledgee of Preferred  Securities and may otherwise deal with
the  Guarantor  with the same rights it would have if it were not the  Guarantee
Trustee.

Section  3.05  Moneys  Received  by the  Guarantee  Trustee  to Be Held in Trust
Without Interest.

         All moneys  received by the  Guarantee  Trustee in respect of Guarantee
Payments shall,  until used or applied as herein provided,  be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Guarantee Trustee shall be under
no liability for interest on any moneys received by it hereunder  except such as
it may agree in writing to pay thereon.

Section 3.06 Compensation and Expenses of Guarantee Trustee.

         The Guarantor covenants and agrees to pay to the Guarantee Trustee from
time to time, and the Guarantee  Trustee shall be entitled to, such compensation
as the  Guarantor  and the  Guarantee  Trustee  shall from time to time agree in
writing  (which  shall not be limited by any  provision  of law in regard to the
compensation  of a  Guarantee  Trustee  of an express  trust)  for all


                                      -9-
<PAGE>

services rendered by it in the exercise and performance of any of the powers and
duties  hereunder  of the  Guarantee  Trustee,  and the  Guarantor  will  pay or
reimburse the Guarantee  Trustee upon its request for all  reasonable  expenses,
disbursements  and  advances  incurred  or  made  by the  Guarantee  Trustee  in
accordance with any of the provisions of this Guarantee Agreement (including the
reasonable  compensation  and the reasonable  expenses and  disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement  or  advance  as may arise from its  negligence  or bad faith.  The
Guarantor  also  covenants to  indemnify  each of the  Guarantee  Trustee or any
predecessor  Guarantee  Trustee  and  their  officers,   agents,  directors  and
employees for, and to hold them harmless against,  any and all loss,  liability,
damage,  claim or expense including taxes (other than taxes based upon, measured
by, or determined  by, the income,  profit,  franchise or doing  business of the
Guarantee  Trustee) incurred without  negligence or bad faith on the part of the
Guarantee  Trustee and arising out of or in connection with services rendered in
accordance  with this Guarantee  Agreement,  including the reasonable  costs and
expenses  of  defending  itself  against  any  claim  (whether  asserted  by the
Guarantor,  any Holder or any other  Person) of liability in the  premises.  The
provisions of this Section 3.06 shall survive the  termination of this Guarantee
Agreement and resignation or removal of the Guarantee Trustee.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

Section 4.01 Qualifications.

         There shall at all times be a Guarantee Trustee that shall:

                  (i) not be an Affiliate of the Guarantor; and

                  (ii)  be  a  national   banking   association  or  corporation
organized and doing  business  under the laws of the United States of America or
any State or Territory thereof or of the District of Columbia,  or a corporation
or Person permitted by the Commission to act as an  institutional  trustee under
the Trust Indenture Act,  authorized under such laws to exercise corporate trust
powers,  having a combined  capital  and  surplus of at least  $50,000,000,  and
subject to supervision or examination by Federal, State, Territorial or District
of Columbia  authority.  If such corporation  publishes  reports of condition at
least  annually,  pursuant to law or to the  requirements  of the supervising or
examining  authority  referred  to above,  then for the  purposes of this clause
(ii), the combined capital and surplus of such corporation shall be deemed to be
its  combined  capital  and  surplus as set forth in its most  recent  report of
condition so  published.  If at any time the  Guarantee  Trustee  shall cease to
satisfy the  requirements of clauses (i) and (ii) above,  the Guarantee  Trustee
shall  immediately  resign in the  manner and with the effect set out in Section
4.02. If the Guarantee  Trustee has or shall acquire any "conflicting  interest"
within the meaning of Section  310(b) of the Trust  Indenture Act, the Guarantee
Trustee and the Guarantor  shall in all respects  comply with the  provisions of
Section 310(b) of the Trust Indenture Act.


                                      -10-
<PAGE>

Section 4.02 Appointment, Removal and Resignation of the Guarantee Trustee.

         (a) Subject to Section 4.02(b),  the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor.

         (b) The  Guarantee  Trustee  shall not be  removed in  accordance  with
Section   4.02(a)   until  a  Successor   Guarantee   Trustee   possessing   the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has  accepted  such  appointment  by  written  instrument  executed  by such
Successor  Guarantee  Trustee and  delivered to the  Guarantor and the Guarantee
Trustee being removed.

         (c) The Guarantee  Trustee  appointed to office shall hold office until
its successor shall have been appointed or until its removal or resignation.

         (d) The  Guarantee  Trustee may resign from  office  (without  need for
prior or subsequent  accounting) by an instrument (a  "Resignation  Request") in
writing signed by the Guarantee  Trustee and delivered to the  Guarantor,  which
resignation  shall take effect upon such  delivery or upon such later date as is
specified therein; provided,  however, that no such resignation of the Guarantee
Trustee shall be effective until a Successor  Guarantee  Trustee  possessing the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has accepted  such  appointment  by  instrument  executed by such  Successor
Guarantee  Trustee and delivered to the  Guarantor  and the resigning  Guarantee
Trustee.

         (e) If no Successor  Guarantee  Trustee  shall have been  appointed and
accepted  appointment  as  provided  in this  Section  4.02 within 60 days after
delivery to the Guarantor of a  Resignation  Request,  the  resigning  Guarantee
Trustee may petition any court of competent  jurisdiction  for  appointment of a
Successor Guarantee Trustee. Such court may thereupon after such notice, if any,
as it may deem proper, appoint a Successor Guarantee Trustee.

                                    ARTICLE V

                                    GUARANTEE

Section 5.01 Guarantee.

         The Guarantor irrevocably and unconditionally  agrees to pay in full to
the Holders the Guarantee Payments (without  duplication of amounts  theretofore
paid by the  Issuer),  as and when  due,  regardless  of any  defense,  right of
set-off or  counterclaim  which the Issuer may have or assert.  The  Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or to the Guarantee Trustee for
remittance  to the Holders or by causing  the Issuer to pay such  amounts to the
Holders.

Section 5.02 Waiver of Notice.

         The Guarantor  hereby  waives  notice of  acceptance of this  Guarantee
Agreement  and of any  liability to which it applies or may apply,  presentment,
demand for payment,  any right to require a proceeding  first against the Issuer
or any other Person before proceeding against the Guarantor,  protest, notice of
nonpayment,  notice of dishonor,  notice of redemption and all other


                                      -11-
<PAGE>

notices and  demands.  Notwithstanding  anything  to the  contrary  herein,  the
Guarantor  retains all of its rights under the  Indenture to extend the interest
payment period on the Notes and the Guarantor  shall not be obligated  hereunder
to make any Guarantee  Payment during any [Extension  Period] (as defined in the
Supplemental  Indenture)  with  respect to the  Distributions  on the  Preferred
Securities.

Section 5.03 Obligations Not Affected.

         The  obligations,  covenants,  agreements  and duties of the  Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

         (a) the release or waiver,  by  operation of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

         (b) the  extension  of time for the payment by the Issuer of all or any
portion of the  Distributions  (other than an  extension  of time for payment of
Distributions  that  result  from any  [Extension  Period]),  Redemption  Price,
Liquidation  Distribution  (as may be defined in the  Declaration)  or any other
sums payable  under the terms of the  Preferred  Securities  or the extension of
time for the performance of any other  obligation  under,  arising out of, or in
connection with, the Preferred  Securities  (other than an extension of time for
payment of Distributions that result from any [Extension Period]);

         (c) any  failure,  omission,  delay or lack of diligence on the part of
the Guarantee  Trustee or the Holders to enforce,  assert or exercise any right,
privilege,  power or remedy  conferred on the  Guarantee  Trustee or the Holders
pursuant to the terms hereof or of the Preferred  Securities,  respectively,  or
any action on the part of the Issuer  granting  indulgence  or  extension of any
kind;

         (d) the voluntary or involuntary liquidation,  dissolution, sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;

         (e) any  invalidity  of, or  defect or  deficiency  in,  the  Preferred
Securities;

         (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

         (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable  discharge or defense of a guarantor,  it being the intent of
this  Section 5.03 that the  obligations  of the  Guarantor  with respect to the
Guarantee  Payments  shall  be  absolute  and  unconditional  under  any and all
circumstances.

         There shall be no obligation of the Guarantee Trustee or the Holders to
give  notice  to, or obtain  consent  of,  the  Guarantor  with  respect  to the
happening of any of the foregoing.


                                      -12-
<PAGE>

Section 5.04 Enforcement of Guarantee.

         The Guarantor and the Guarantee Trustee expressly acknowledge and agree
that (i) this Guarantee  Agreement will be deposited with the Guarantee  Trustee
to be held for the benefit of the Holders;  (ii) the  Guarantee  Trustee has the
right to  enforce  this  Guarantee  Agreement  on behalf of the  Holders;  (iii)
Holders  representing  not  less  than  a  Majority  of  Outstanding   Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee  Trustee in respect of this
Guarantee  Agreement or exercising  any trust or other power  conferred upon the
Guarantee  Trustee  under this  Guarantee  Agreement;  and (iv) if the Guarantee
Trustee  fails to enforce this  Guarantee  Agreement as provided in clauses (ii)
and (iii) above,  any Holder may institute a legal  proceeding  directly against
the  Guarantor to enforce its rights  under this  Guarantee  Agreement,  without
first instituting a legal proceeding  against the Issuer,  the Guarantee Trustee
or any other Person.  Notwithstanding the foregoing, if the Guarantor has failed
to make a  Guarantee  Payment,  a Holder may  directly  institute  a  proceeding
against the  Guarantor  for  enforcement  of this  Guarantee  Agreement for such
payment without first  instituting a legal  proceeding  against the Issuer,  the
Guarantee Trustee or any other Person.

Section 5.05 Guarantee of Payment.

         This Guarantee  Agreement creates a guarantee of payment and not merely
of collection. This Guarantee Agreement will not be discharged except by payment
of the Guarantee  Payments in full (without  duplication of amounts  theretofore
paid by the  Issuer)  or upon the  distribution  of the Notes to the  Holders as
provided in the Declaration.

Section 5.06 Subrogation.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
against  the  Issuer  in  respect  of any  amounts  paid to the  Holders  by the
Guarantor under this Guarantee Agreement;  provided, however, that the Guarantor
shall not (except to the extent  required  by  mandatory  provisions  of law) be
entitled  to  enforce or  exercise  any  rights  which it may  acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement,  if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee  Agreement.  If any
amount shall be paid to the  Guarantor in violation of the  preceding  sentence,
the  Guarantor  agrees to hold such  amount in trust for the  Holders and to pay
over such amount to the Holders or to the  Guarantee  Trustee for  remittance to
the Holders.

Section 5.07 Independent Obligations.

         The  Guarantor   acknowledges   that  its  obligations   hereunder  are
independent  of the  obligations  of the Issuer  with  respect to the  Preferred
Securities  and that the  Guarantor  shall be liable as principal  and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.03 hereof.


                                      -13-
<PAGE>

                                   ARTICLE VI

                   LIMITATION OF TRANSACTIONS; [SUBORDINATION]

Section 6.01 Limitation of Transactions.

         So long as any Preferred Securities remain outstanding,  and if at such
time (i) the  Guarantor  shall  be in  default  with  respect  to its  Guarantee
Payments or other payment obligations hereunder,  (ii) there shall have occurred
and be continuing any Trust Enforcement Event under the Declaration or (iii) the
Guarantor  shall have given notice of its election of an [Extension  Period] and
such period, or any extension  thereof,  is continuing,  the Guarantor shall not
(1) make any payment of  principal,  interest  or premium,  if any, on or repay,
repurchase  or redeem any debt  securities  that rank equally with, or junior in
interest to, the Notes in the right of payment issued by the Guarantor, [except,
in the  case of an  [Extension  Period],  payments  as  contemplated  under  the
Indenture],  or make any guarantee payments with respect to any guarantee by the
Guarantor of any debt of any of its subsidiaries if such guarantee ranks equally
with or  junior  to the Notes in right of  payment,  [except,  in the case of an
[Extension  Period],  payments  as  contemplated  under the  Indenture,]  or (2)
declare or pay any dividends or distributions on, or redeem,  purchase,  acquire
or make a liquidation  payment with respect to, any of the  Guarantor's  capital
stock,  except,  in each of cases (1) and (2),  nothing  contained  herein shall
prevent the  Guarantor  from (a)  purchasing  or acquiring  its capital stock in
satisfaction  of its  obligations  under any benefit plans for the Guarantor and
the  Guarantor's  subsidiaries'  directors,  officers or  employees or under any
dividend reinvestment plans, or pursuant to any contract or security outstanding
[on the first day of any [Extension Period] requiring us to purchase our capital
stock]  (other than a contract or security  ranking  expressly by its terms on a
parity with or junior to the Notes), (b) effecting the  reclassification  of the
Guarantor's  capital stock, or any exchange or conversion of one class or series
of the Guarantor's  capital stock for another class or series of the Guarantor's
capital  stock,  (c)  purchasing  of  fractional  interests  in  shares  of  the
Guarantor's  capital stock pursuant to the conversion or exchange  provisions of
such capital stock or the security being  converted or exchanged,  (d) declaring
dividends or distributions  in the Guarantor's  capital stock where the dividend
stock is the same stock as that on which the dividend is being paid;  (e) making
any  declaration  of a  dividend  in  connection  with the  implementation  of a
shareholder's  rights plan, or the issuance of shares under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto; and
(f) making  any  payments  under this  Guarantee.  In  addition,  so long as any
Preferred Securities remain outstanding,  the Guarantor (i) will remain the sole
direct or indirect owner of all of the outstanding  Common  Securities and shall
not cause or permit the Common Securities to be transferred except to the extent
such transfer is permitted under Section 7.9 of the  Declaration;  provided that
any permitted  successor of the Guarantor under the Indenture may succeed to the
Guarantor's  direct or indirect ownership of the Common Securities and (ii) will
use  reasonable  efforts  to cause the  Issuer to  continue  to be  treated as a
grantor  trust  for  United  States  federal  income  tax  purposes,  except  in
connection with a distribution of Notes as provided in the Declaration.


                                      -14-
<PAGE>

Section 6.02 [Subordination.  If applicable:

         This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor  and will rank (i)  subordinate  and junior in right of payment to all
other liabilities of the Guarantor and any guarantees of the Guarantor  relating
to such liabilities, except in each case those made pari passu or subordinate by
their  terms,  and (ii) senior to all capital  stock (other than the most senior
preferred  stock  issued  from time to time,  if any,  by the  Guarantor,  which
preferred  stock will rank pari passu with this Guarantee  Agreement) and to any
guarantee  now or hereafter  entered into by the  Guarantor in respect of any of
its capital  stock  (other than the most senior  preferred  stock  issued by the
guarantor) now or hereafter issued by the Guarantor. The Guarantor's obligations
under this Guarantee  Agreement will rank pari passu with respect to obligations
under other  securities  (other than capital stock) the Guarantor may issue from
time to time and other guarantee agreements which it may enter into from time to
time to the  extent  that (i)  such  agreements  shall  provide  for  comparable
guarantees by the Guarantor of payment on preferred  securities  issued by other
trusts,  partnerships  or other entities  affiliated with the Guarantor that are
financing  vehicles of the  Guarantor  and (ii) the notes or other  evidences of
indebtedness  of  the  Guarantor  relating  to  such  preferred  securities  are
subordinated, unsecured indebtedness of the Guarantor.]

                                   ARTICLE VII

                                   TERMINATION

Section 7.01 Termination.

         This Guarantee Agreement shall terminate and be of no further force and
effect  (i)  upon  full  payment  of  the  Redemption  Price  of  all  Preferred
Securities,  (ii) upon the  distribution of the Notes [, or any securities in to
which such Notes are  convertible,] to Holders and holders of Common  Securities
in exchange for all of the Preferred  Securities and Common  Securities or (iii)
upon full payment of the amounts payable in accordance with the Declaration upon
liquidation  of  the  Issuer.  Notwithstanding  the  foregoing,  this  Guarantee
Agreement will continue to be effective or will be  reinstated,  as the case may
be, if at any time any Holder must restore payment of any sums paid with respect
to the Preferred Securities or under this Guarantee Agreement.

                                  ARTICLE VIII

                    LIMITATION OF LIABILITY; INDEMNIFICATION

Section 8.01 Exculpation.

         (a) No Indemnified  Person shall be liable,  responsible or accountable
in damages or otherwise to the  Guarantor or any Holder for any loss,  damage or
claim  incurred  by reason of any act or omission  performed  or omitted by such
Indemnified Person in good faith in accordance with this Guarantee Agreement and
in a manner such Indemnified  Person reasonably  believed to be within the scope
of the  authority  conferred  on  such  Indemnified  Person  by  this  Guarantee
Agreement or by law,  except that an Indemnified  Person shall be liable for any
such


                                      -15-
<PAGE>

loss, damage or claim incurred by reason of such Indemnified Person's negligence
or willful misconduct with respect to such acts or omissions.

         (b) An Indemnified  Person shall be fully  protected in relying in good
faith upon the records of the  Guarantor  and upon such  information,  opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified   Person   reasonably   believes  are  within  such  other  Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor,  including information,  opinions,  reports or
statements  as to the value  and  amount of the  assets,  liabilities,  profits,
losses or any other facts  pertinent to the  existence and amount of assets from
which Distributions to Holders might properly be paid.

Section 8.02 Indemnification.

         To the fullest extent  permitted by applicable law, the Guarantor shall
indemnify and hold harmless each  Indemnified  Person from and against any loss,
damage  or claim  incurred  by such  Indemnified  Person by reason of any act or
omission  performed  or  omitted  by such  Indemnified  Person in good  faith in
accordance with this Guarantee Agreement and in a manner such Indemnified Person
reasonably  believed  to be within  the  scope of  authority  conferred  on such
Indemnified  Person by this  Guarantee  Agreement,  except  that no  Indemnified
Person  shall be entitled to be  indemnified  in respect of any loss,  damage or
claim  incurred by such  Indemnified  Person by reason of  negligence or willful
misconduct with respect to such acts or omissions.

Section 8.03 Survive Termination.

         The provisions of Sections 8.01 and 8.02 shall survive the  termination
of this  Guarantee  Agreement  or the  resignation  or removal of the  Guarantee
Trustee.

                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.01 Successors and Assigns.

         All  guarantees and  agreements  contained in this Guarantee  Agreement
shall bind the successors, assignees, receivers, trustees and representatives of
the Guarantor  and shall inure to the benefit of the  Guarantee  Trustee and the
Holders then outstanding.  Except in connection with a consolidation,  merger or
sale involving the Guarantor that is permitted under Article X of the Indenture,
the Guarantor shall not assign its obligations hereunder.

Section 9.02 Amendments.

         Except with respect to any changes  which do not  adversely  affect the
rights of Holders in any  material  respect (in which case no consent of Holders
will be required),  this Guarantee  Agreement may only be amended with the prior
approval of the  Guarantor,  the  Guarantee  Trustee and the Holders of not less
than a Majority of Outstanding Preferred  Securities.  The provisions of Section
[] of the  Declaration  concerning  meetings,  and  actions by  written  consent
without a meeting, of Holders shall apply to the giving of such approval.


                                      -16-
<PAGE>

Section 9.03 Notices.

         Any notice,  request or other communication required or permitted to be
given hereunder shall be in writing, in English, duly signed by the party giving
such notice, and delivered, telecopied or mailed by first class mail as follows:

         (a) if given to the  Guarantor,  to the address set forth below or such
other address as the Guarantor may give notice of to the Holders:

                                    Raytheon Company
                                    141 Spring Street
                                    Lexington, Massachusetts  02421
                                    Attention:  General Counsel

         (b) if given to the Guarantee  Trustee,  to the address set forth below
or such  other  address  as the  Guarantee  Trustee  may give  notice  of to the
Holders:

                                    The Bank of New York
                                    101 Barclay Street
                                    Floor 21 West
                                    New York, New York  10286

                                    Attention: Corporate Trust Administration

         (c) if given to any  Holder,  at the address set forth on the books and
records of the Issuer.

         All  notices  hereunder  shall be deemed to have  been  given  when (i)
received in person,  (ii) telecopied with receipt confirmed,  or (iii) mailed by
first class mail,  postage  prepaid,  when received,  except that if a notice or
other document is refused  delivery or cannot be delivered  because of a changed
address of which no notice was given,  such  notice or other  document  shall be
deemed  to have been  delivered  on the date of such  refusal  or  inability  to
deliver.

Section 9.04 Genders.

         The  masculine,  feminine and neuter  genders used herein shall include
the masculine, feminine and neuter genders.

Section 9.05 Benefit.

         This  Guarantee  Agreement  is solely for the benefit of the  Guarantee
Trustee and the  Holders  and,  subject to Section  3.01(a),  is not  separately
transferable from the Preferred Securities.

Section 9.06 Governing Law.

THIS GUARANTEE  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK


                                      -17-
<PAGE>

(WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS).

Section 9.07 Counterparts.

         This Guarantee Agreement may be executed in counterparts, each of which
shall be an original;  but such counterparts  shall together  constitute one and
the same instrument.

Section 9.08 [Exercise of Overallotment Option.

         If and to the extent that Preferred Securities are issued by the Issuer
upon  exercise of the  overallotment  option  referred  to in the first  WHEREAS
clause,  the  Guarantor  agrees to give prompt  notice  thereof to the Guarantee
Trustee but the failure to give such notice  shall not relieve the  Guarantor of
any of its obligations hereunder.]

Section 9.09 Limited Liability.

         Neither the Guarantee  Trustee nor the Holders,  in their capacities as
such,  shall be personally  liable for any  liabilities  or  obligations  of the
Guarantor  arising out of this Guarantee  Agreement.  The parties further hereby
agree that the Holders,  in their  capacities as such,  shall be entitled to the
same limitation of personal  liability  extended to the  stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.



                  [Remainder of Page Intentionally Left Blank]


                                      -18-
<PAGE>

         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                         RAYTHEON COMPANY


                                         By:____________________________________
                                              Name:
                                              Title:


                                         THE BANK OF NEW YORK
                                         as Guarantee Trustee


                                         By:____________________________________
                                              Name:
                                              Title:


                                      -19-