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                                                                   EXHIBIT 10.25

December 20, 2002

Mr. Neal E. Minahan

                            Re: Transition Agreement

Dear Neal:

        Please accept this letter confirming the understandings we have reached
with respect to your continued employment with Raytheon Company, your
resignation as an officer and/or director of the companies listed in Attachment
A hereto, and your transition to retirement.

        1.      Separation Date: Your separation from Raytheon will be effective
March 31, 2003 unless otherwise accelerated by mutual agreement.

        2.      Separation Compensation: You will receive salary continuance
payments at your current base salary for a maximum of twenty-four (24) months.
You will also be entitled to receive a maximum of two (2) year's targeted
Results Based Incentive Bonus ("RBI") to be paid at 100% of the 2002 target in
March 2004 and 2005.

        3.      Personal Time Off ("PTO"): You will be paid your unused accrued
PTO within 20 days of your last day worked.

        4.      Retirement: You are eligible for pension benefits pursuant to
the Raytheon Company Pension Plan for Salaried Employees (the "Plan"). You will
be eligible for unreduced retirement benefit under the Plan when you reach age
60.

        5.      Fringe Benefits: You may continue, on an active employee basis,
in Company-sponsored medical, dental, vision care, HCRA, Executive Life
Insurance, excess liability, executive physical and Executive Registry programs
for two (2) years from the separation date.

        6.      Executive Perquisites: The financial and estate planning
services provided in accordance with the Raytheon Executive Perquisite Program
shall continue through the end of the salary continuance period. In addition,
you will continue to receive the Company-provided automobile through the term of
the salary continuance period.

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        7.      Stock Options: For those stock options which are vested as of
your last day worked, you may exercise such options pursuant to the terms of the
1995 Stock Option Plan as a retired employee. Options that would have vested in
May of 2003 will have their vesting accelerated to your last day worked and may
be exercisable in accordance with the plan as if you retired more than one year
from the date of grant.

        8.      Restricted Stock: Restricted Stock that would have had
restrictions lapse on June 27, 2003 will have their lapsing accelerated to your
last day worked.

        9.      General Release: You will execute the General Release attached
hereto.

        10.     Litigation Cooperation: You agree that, in the event that
Raytheon Company becomes a party in any legal or administrative proceeding or
asserted claim relating to events which occurred during your employment, you
will cooperate to the fullest extent reasonably possible in the preparation and
presentation by Raytheon Company in the prosecution or defense, including
without limitation the execution of affidavits or other documents providing
information requested by Raytheon Company. In the event that such litigation
cooperation would be expected to require an appreciable period of time, which
would result in any out-of-pocket cost or lost economic opportunity on your
part, the Company agrees to discuss at that time an appropriate fee to offset
such costs.

        11.     Ethics Compliance: You hereby represent and warrant that, to the
best of your knowledge, you have complied in full with all Raytheon Company
policies related to ethics, and have disclosed to Raytheon Company all matters
which were required to be disclosed by said policies. In particular, you
represent and warrant that, to the best of your knowledge except as so disclosed
by you, you have no information which you believe could be the basis for any
charge of a violation of law by Raytheon Company or persons associated with
Raytheon Company, including but not limited to violations of the False Claims
Act or any federal or state environmental statute.

        12.     Security Clearance: In the course of your employment at Raytheon
Company, you may have come into possession of or exposure to matters due to your
security clearance. Raytheon Company reminds you that disclosure of any
information which came to you as a result of your security clearance, including
work product, company plans and other matters, shall not be discussed or
revealed in any way, except if required to do so pursuant to a proceeding
instituted by an appropriate government agency or at the request of an
authorized company agent.

        13.     Confidential and Proprietary Information: You agree to keep all
confidential and proprietary information of the Company, its subsidiaries and
affiliated

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companies, including joint venture partners, strictly confidential except to the
extent disclosure is required by law or court order, except to the extent that
such confidential and proprietary information has become public through no fault
of your own.

        14.     Confidentiality of This Agreement: You and Raytheon Company
mutually agree to keep the terms and conditions of this Agreement confidential
and will not disclose the terms hereof to anyone, except to immediate family
members, tax accountants, lawyers, financial advisors, the Internal Revenue
Service or any other taxing authority, and the Division of Employment and
Training in connection with any application you may make for unemployment
compensation benefits, and/or others who have a reasonable need to know the
terms hereof.

        15.     Insider Information: In the course of your responsibilities you
may constitute an "insider" for securities law purposes. We would like to remind
you that any financial plan, program, estimate or matter not readily available
to the general public shall be kept in strictest confidence and may not be
disclosed or discussed.

        16.     Non-Disparagement Agreement: You and Raytheon Company mutually
agree not to disparage one another. Raytheon Company, its officers, directors
and employees, and you shall have the right to make truthful responses to any
charges, accusations or allegations, and no such response shall be considered a
breach of this non-disparagement agreement.

        17.     Arbitration: Any dispute arising under this Agreement shall be
settled exclusively through arbitration. Such arbitration shall be conducted in
accordance with the rules of the American Arbitration Association before a panel
of three arbitrators sitting in a city to be determined by mutual agreement. The
decision of the arbitration panel shall be final and binding on both parties.
Judgment may be entered on the award of the arbitrators in any court having
proper jurisdiction.

        You understand that, if you elect to revoke the Release attached hereto
within seven (7) days after its execution, this letter Agreement shall be null
and void and each party will have all rights and obligations afforded them under
the law as if this Letter Agreement had not been signed by the parties and as if
the Release had never been signed by you. You agree, in the event of revocation
of the Release, to immediately return any consideration received in support of
said Release.

        This Agreement sets forth the entire agreement and understandings of the
parties and supersedes all previous discussions, commitments or agreements.

        If you have any questions about this Agreement, please contact me.

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                                        Sincerely,

                                        /s/ Keith J. Peden

                                        Keith J. Peden
                                        Senior Vice President, Human Resources

ACCEPTED:

         /s/ Neal E. Minahan                  Date:
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            Neal E. Minahan

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                                 GENERAL RELEASE

        I agree to accept the benefits and payments set forth in the immediately
preceding Letter Agreement as full satisfaction in all respects of any and all
obligations of any kind which might otherwise be due me from Raytheon Company. I
hereby specifically waive, remise, release and forever discharge Raytheon
Company, its affiliates, subsidiaries, directors, officers, employees, agents
and successors (hereinafter referred to as "Raytheon") from all manner of
claims, liabilities, demands and causes of action, known or unknown, fixed or
contingent, which I may have or claim to have against Raytheon as a result of my
employment and the termination thereof, and do hereby covenant not to file or
commence a lawsuit or administrative proceeding against Raytheon to assert any
such claims. I understand that this General Release encompasses all claims
arising under federal, state or local law, including but not limited to claims
under the Age Discrimination in Employment Act ("ADEA") or claims arising under
any theory of wrongful discharge. This General Release is binding upon my
successors, heirs, executors and administrators but does not waive any rights or
claims which relate to events occurring after the date this General Release is
executed.

        I understand and agree that, under the Older Workers Benefit Protection
Act of 1990 ("Act"), this waiver of rights under ADEA must be knowing and
voluntary and that, by execution of this General Release, I acknowledge that the
following requirements of the Act to insure that such a waiver is knowing and
voluntary have been met:

        (a)     The waiver is part of an agreement between me and Raytheon, and
                I understand the impact of this waiver;

        (b)     The waiver specifically refers to rights or claims arising under
                ADEA;

        (c)     I am not waiving rights or claims that may arise after the date
                the waiver is executed;

        (d)     My waiver of rights or claims is in exchange for consideration
                in addition to anything of value to which I am already entitled;

        (e)     I have been advised to consult with an attorney prior to
                executing this General Release;

        (f)     I understand that I am to be given a period of twenty-one days
                within which to consider the General Release; and

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        (g)     If this General Release is executed, I understand that I may
                revoke the General Release during the seven-day period following
                its execution and that the General Release shall not become
                effective or enforceable until the revocation period has
                expired.

        I have read carefully and fully understand all the provisions of this
General Release, including my rights under the Act. I acknowledge that this
General Release sets forth the entire agreement between me and Raytheon with
respect to additional consideration being provided to me and that I have not
relied upon any representation or statement, written or oral, not set forth in
this document.

                                              /s/ Neal E. Minahan
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                                                      Neal E. Minahan

Date:
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