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<SEC-DOCUMENT>0000950131-02-005000.txt : 20021223
<SEC-HEADER>0000950131-02-005000.hdr.sgml : 20021223
<ACCEPTANCE-DATETIME>20021223160603
ACCESSION NUMBER:		0000950131-02-005000
CONFORMED SUBMISSION TYPE:	8-A12B/A
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20021223

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BAXTER INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000010456
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				360781620
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-A12B/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04448
		FILM NUMBER:		02867055

	BUSINESS ADDRESS:	
		STREET 1:		ONE BAXTER PKWY
		STREET 2:		DF2-2W
		CITY:			DEERFIELD
		STATE:			IL
		ZIP:			60015
		BUSINESS PHONE:		8479482000

	MAIL ADDRESS:	
		STREET 1:		ONE BAXTER PARKWAY
		STREET 2:		DF2-2W
		CITY:			DEERFIELD
		STATE:			IL
		ZIP:			60015

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BAXTER LABORATORIES INC
		DATE OF NAME CHANGE:	19760608

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BAXTER TRAVENOL LABORATORIES INC
		DATE OF NAME CHANGE:	19880522
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B/A
<SEQUENCE>1
<FILENAME>d8a12ba.txt
<DESCRIPTION>FORM 8-A/A
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 8-A/A
             AMENDMENT NO. 1 TO FORM 8-A FILED ON DECEMBER 12, 2002
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                            BAXTER INTERNATIONAL INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                  Delaware                             36-0781620
- -----------------------------------------  -------------------------------------
 State of incorporation of Organization      I.R.S. Employer Identification No.

            Baxter International Inc.
            One Baxter Parkway
            Deerfield Illinois
            (847) 948-2000                               60015
- -----------------------------------------  -------------------------------------
 (Address of Principal Executive Office)               (Zip Code)


   If this form relates to the                If this form relates to the
   registration of a class of                 registration of a class of
   securities pursuant to Section 12(b)       securities pursuant to Section
   of the Exchange Act and is effective       12(g) of the Exchange Act and is
   pursuant to General Instruction            effective pursuant to General
   A.(c), please check the following          Instruction A.(d), please check
   box.    [X]                                the following box.   [_]

Securities Act registration statement file numbers to which this form relates:
333-101122 and 333-101779

Securities to be registered pursuant to Section 12(b) of the Act:


            Title of Each Class               Name of Each Exchange on Which
            to be so Registered               Each Class is to be Registered
            -------------------               ------------------------------

              Corporate Units                     New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                                           None

<PAGE>

                                Explanatory Note

     The purpose of this Amendment No. 1 to this Registration Statement is
solely to incorporate the definitive agreements included as Exhibits 4.2, 4.3,
4.4, 4.5, 4.6, 4.8 and 4.9 hereto.

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.   Description of Registrant's Securities to be Registered.

          The class of securities to be registered hereby are the Corporate
Units of Baxter International Inc., a Delaware corporation.

          The description of the Registrant's Corporate Units (the "Corporate
Units") to be registered hereunder is incorporated herein by reference to the
description included under the caption "Equity Purchase Contracts and Equity
Purchase Units" in the Registration Statement on Form S-3 of Baxter
International Inc. (Registration Nos. 333-101122 and 333-101779) (as the same
may be amended from time to time, the "Registration Statement") and to the
description of the Corporate Units included in the prospectus supplement
relating to the Registration Statement, dated December 11, 2002, filed with the
Securities and Exchange Commission on December 13, 2002 pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.

Item 2.   Exhibits

 Exhibit No.   Description
 -----------   -----------

 3.1           Restated Certificate of Incorporation of the Registrant, as
               amended, including Certificate of Designation of Series B Junior
               Participating Preferred Stock (filed as Exhibit 3.1 to
               Registrant's 10-Q for the Quarterly Period ended June 30, 2002
               and incorporated herein by reference).

 3.2           Amended and Restated Bylaws dated September 24, 2002 (filed as
               Exhibit 3.3 to Registrant's Form 10-Q for the Quarterly Period
               ended September 30, 2002 and incorporated herein by reference).

 4.1           Rights Agreement, dated December 9, 1998, by and between the
               Registrant and First Chicago Trust Company of New York, as Rights
               Agent (filed as Exhibit 10 to Registrant's Current Report on Form
               8-K filed December 15, 1998 and incorporated herein by
               reference).

<PAGE>

  4.2          Purchase Contract Agreement, dated as of December 17, 2002,
               between the Registrant and Bank One Trust Company, N.A., as
               Purchase Contract Agent.

  4.3          Pledge Agreement, dated as of December 17, 2002, among the
               Registrant, Bank One Trust Company, N.A., as Collateral Agent,
               Custodial Agent and Securities Intermediary and Bank One Trust
               Company, N.A., as Purchase Contract Agent.

  4.4          Remarketing Agreement, dated as of December 17, 2002, among the
               Registrant, Bank One Trust Company, N.A., as Purchase Contract
               Agent, and the Remarketing Agent named therein.

  4.5          Indenture, dated as of April 26, 2002 between Registrant and Bank
               One Trust Company, N.A., as Trustee.

  4.6          Supplemental Indenture No. 1, dated as of December 17, 2002,
               between Registrant and Bank One Trust Company, N.A., as Trustee.

  4.7          Registration Statement on Form S-3 (Registration Nos. 333-101122
               and 333-101779) (filed with the Securities and Exchange
               Commission on November 8, 2002 and December 11, 2002,
               respectively, and incorporated herein by reference).

  4.8          Form of Corporate Unit (included in Exhibit 4.2 filed herewith).

  4.9          Form of Senior Note due 2008 (included in Exhibit 4.6 filed
               herewith).

<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                            BAXTER INTERNATIONAL INC.

Dated: December 23, 2002                    By: /s/ J. Patrick Fitzsimmons
                                                --------------------------------
                                                Name: J. Patrick Fitzsimmons
                                                Title: Senior Corporate Counsel

<PAGE>

                                  EXHIBIT INDEX

  Exhibit No.    Description
  -----------    -----------

  3.1            Restated Certificate of Incorporation of the Registrant, as
                 amended, including Certificate of Designation of Series B
                 Junior Participating Preferred Stock (filed as Exhibit 3.1 to
                 Registrant's 10-Q for the Quarterly Period ended June 30, 2002
                 and incorporated herein by reference).

  3.2            Amended and Restated Bylaws dated September 24, 2002 (filed as
                 Exhibit 3.3 to Registrant's Form 10-Q for the Quarterly Period
                 ended September 30, 2002 and incorporated herein by reference).

  4.1            Rights Agreement, dated December 9, 1998, by and between the
                 Registrant and First Chicago Trust Company of New York, as
                 Rights Agent (filed as Exhibit 10 to Registrant's Current
                 Report on Form 8-K filed December 15, 1998 and incorporated
                 herein by reference).

  4.2            Purchase Contract Agreement, dated as of December 17, 2002,
                 between the Registrant and Bank One Trust Company, N.A., as
                 Purchase Contract Agent.

  4.3            Pledge Agreement, dated as of December 17, 2002, among the
                 Registrant, Bank One Trust Company, N.A., as Collateral Agent,
                 Custodial Agent and Securities Intermediary and Bank One Trust
                 Company, N.A., as Purchase Contract Agent.

  4.4            Remarketing Agreement, dated as of December 17, 2002, among the
                 Registrant, Bank One Trust Company, N.A., as Purchase Contract
                 Agent, and the Remarketing Agent named therein.

  4.5            Indenture, dated as of April 26, 2002 between Registrant and
                 Bank One Trust Company, N.A., as Trustee.

  4.6            Supplemental Indenture No. 1, dated as of December 17, 2002,
                 between Registrant and Bank One Trust Company, N.A., as
                 Trustee.

  4.7            Registration Statement on Form S-3 (Registration Nos.
                 333-101122 and 333-101779) (filed with the Securities and
                 Exchange Commission on November 8, 2002 and December 11, 2002,
                 respectively, and incorporated herein by reference).

  4.8            Form of Corporate Unit (included in Exhibit 4.2 filed
                 herewith).

  4.9            Form of Senior Note due 2008 (included in Exhibit 4.6 filed
                 herewith).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>dex42.txt
<DESCRIPTION>PURCHASE CONTRACT AGREEMENT
<TEXT>
<PAGE>
                                                                     Exhibit 4.2

================================================================================


                            BAXTER INTERNATIONAL INC.




                                       and




                          BANK ONE TRUST COMPANY, N.A.,

                           as Purchase Contract Agent

                           PURCHASE CONTRACT AGREEMENT

                          Dated as of December 17, 2002

================================================================================




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>                                                                                 <C>
                                   ARTICLE 1
            Definitions And Other Provisions Of General Application

Section 1.01.  Definitions ..........................................................   1
Section 1.02.  Compliance Certificates And Opinions .................................  16
Section 1.03.  Form Of Documents Delivered To Purchase Contract Agent. ..............  16
Section 1.04.  Acts Of Holders; Record Dates. .......................................  17
Section 1.05.  Notices. .............................................................  18
Section 1.06.  Notice To Holders; Waiver. ...........................................  19
Section 1.07.  Effect Of Headings And Table Of Contents. ............................  20
Section 1.08.  Successors And Assigns. ..............................................  20
Section 1.09.  Separability Clause. .................................................  20
Section 1.10.  Benefits Of Agreement. ...............................................  20
Section 1.11.  Governing Law. .......................................................  20
Section 1.12.  Legal Holidays. ......................................................  21
Section 1.13.  Counterparts. ........................................................  21
Section 1.14.  Inspection Of Agreement. .............................................  21
Section 1.15.  Appointment Of Financial Institution As Agent For The Company. .......  21
Section 1.16.  No Waiver ............................................................  22

                                   ARTICLE 2
                               Certificate Forms

Section 2.01.  Forms Of Certificates Generally. .....................................  22
Section 2.02.  Form Of Purchase Contract Agent's Certificate Of Authentication. .....  23

                                   ARTICLE 3
                                   The Units

Section 3.01.  Amount; Form And Denominations. ......................................  23
Section 3.02.  Rights And Obligations Evidenced By The Certificates. ................  24
Section 3.03.  Execution, Authentication, Delivery And Dating. ......................  25
Section 3.04.  Temporary Certificates. ..............................................  25
Section 3.05.  Registration; Registration Of Transfer And Exchange. .................  26
Section 3.06.  Book-entry Interests. ................................................  28
Section 3.07.  Notices To Holders. ..................................................  29
Section 3.08.  Appointment Of Successor Depositary. .................................  29
Section 3.09.  Definitive Certificates. .............................................  29
Section 3.10.  Mutilated, Destroyed, Lost And Stolen Certificates. ..................  29
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                    <C>
Section 3.11.  Persons Deemed Owners. ................................................  31
Section 3.12.  Cancellation. .........................................................  32
Section 3.13.  Creation Of Treasury Units By Substitution Of Treasury Securities. ....  32
Section 3.14.  Recreation Of Corporate Units. ........................................  34
Section 3.15.  Transfer Of Collateral Upon Occurrence Of Termination Event. ..........  36
Section 3.16.  No Consent To Assumption. .............................................  37

                                    ARTICLE 4
       The Senior Notes And Applicable Ownership Interests In The Treasury
                                    Portfolio

Section 4.01.  Interest Payments; Rights To Interest Payments Preserved. ............. 37
Section 4.02.  Notice And Voting. .................................................... 38
Section 4.03.  Special Event Redemption. ............................................. 39

                                    ARTICLE 5
                             The Purchase Contracts

Section 5.01.  Purchase Of Shares Of Common Stock. ................................... 40
Section 5.02.  Remarketing; Payment Of Purchase Price. ............................... 43
Section 5.03.  Issuance Of Shares Of Common Stock .................................... 52
Section 5.04.  Adjustment Of Settlement Rate. ........................................ 53
Section 5.05.  Notice Of Adjustments And Certain Other Events. ....................... 64
Section 5.06.  Termination Event; Notice. ............................................ 65
Section 5.07.  Early Settlement ...................................................... 65
Section 5.08.  Intentionally Omitted. ................................................ 68
Section 5.09.  No Fractional Shares. ................................................. 68
Section 5.10.  Charges And Taxes. .................................................... 69
Section 5.11.  Contract Adjustment Payments. ......................................... 69

                                    ARTICLE 6
                                    Remedies

Section 6.01.  Unconditional Right Of Holders To Receive Contract
        Adjustment Payments And To Purchase Shares Of Common Stock. .................. 75
Section 6.02.  Restoration Of Rights And Remedies. ................................... 75
Section 6.03.  Rights And Remedies Cumulative. ....................................... 76
Section 6.04.  Delay Or Omission Not Waiver. ......................................... 76
Section 6.05.  Undertaking For Costs. ................................................ 76
Section 6.06.  Waiver Of Stay Or Extension Laws. ..................................... 76
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                    ARTICLE 7
                           The Purchase Contract Agent
<S>                                                                                   <C>
Section 7.01.  Certain Duties And Responsibilities. .................................. 77
Section 7.02.  Notice Of Default. .................................................... 78
Section 7.03.  Certain Rights Of Purchase Contract Agent. ............................ 78
Section 7.04.  Not Responsible For Recitals Or Issuance Of Units. .................... 80
Section 7.05.  May Hold Units. ....................................................... 80
Section 7.06.  Money Held In Custody. ................................................ 81
Section 7.07.  Compensation And Reimbursement. ....................................... 81
Section 7.08.  Corporate Purchase Contract Agent Required, Eligibility. .............. 82
Section 7.09.  Resignation And Removal; Appointment Of Successor. .................... 82
Section 7.10.  Acceptance Of Appointment By Successor. ............................... 84
Section 7.11.  Merger, Conversion, Consolidation Or Succession To Business. .......... 84
Section 7.12.  Preservation Of Information; Communications To Holders. ............... 85
Section 7.13.  No Obligations Of Purchase Contract Agent. ............................ 85
Section 7.14.  Tax Compliance. ....................................................... 85

                                    ARTICLE 8
                             Supplemental Agreements

Section 8.01.  Supplemental Agreements Without Consent Of Holders. ................... 86
Section 8.02.  Supplemental Agreements With Consent Of Holders. ...................... 87
Section 8.03.  Execution Of Supplemental Agreements. ................................. 88
Section 8.04.  Effect Of Supplemental Agreements. .................................... 88
Section 8.05.  Reference To Supplemental Agreements. ................................. 88

                                    ARTICLE 9
              Consolidation, Merger, Conveyance, Transfer Or Lease

Section 9.01.  Covenant Not To Consolidate, Merge, Convey, Transfer Or
        Lease Property Except Under Certain Conditions. .............................. 89
Section 9.02.  Rights And Duties Of Successor Corporation. ........................... 89
Section 9.03.  Officers' Certificate And Opinion Of Counsel Given To
        Purchase Contract Agent. ..................................................... 90

                                    ARTICLE 10
                                    Covenants

Section 10.01.  Performance Under Purchase Contracts. ................................ 90
Section 10.02.  Maintenance Of Office Or Agency. ..................................... 90
Section 10.03.  Company To Reserve Common Stock. ..................................... 91
Section 10.04.  Covenants As To Common Stock. ........................................ 91
Section 10.05.  Statements Of Officers Of The Company As To Default. ................. 92
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                          <C>
Section 10.06.  ERISA. ....................................................   92
Section 10.07.  Tax Treatment. ............................................   92



EXHIBITS

Exhibit A - Form of Corporate Units Certificate
Exhibit B - Form of Treasury Units Certificate
Exhibit C - Instruction to Purchase Contract Agent
Exhibit D - Notice from Purchase Contract Agent to Holders
Exhibit E - Notice to Settle by Separate Cash
Exhibit F - Notice from Purchase Contract Agent to Collateral Agent
</TABLE>

                                       iv

<PAGE>


         PURCHASE CONTRACT AGREEMENT, dated as of December 17, 2002, between
BAXTER INTERNATIONAL INC., a Delaware corporation (the "Company"), and BANK ONE
TRUST COMPANY, N.A., a national banking association, acting as purchase contract
agent for the Holders of Units (as defined herein) from time to time (the
"Purchase Contract Agent").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Units.

         All things necessary to make the Purchase Contracts (as defined
herein), when the Certificates (as defined herein) are executed by the Company
and authenticated, executed on behalf of the Holders and delivered by the
Purchase Contract Agent, as provided in this Agreement, the valid obligations of
the Company, and to constitute these presents a valid agreement of the Company,
in accordance with its terms, have been done. For and in consideration of the
premises and the purchase of the Units by the Holders thereof, it is mutually
agreed as follows:

                                    ARTICLE 1
             Definitions And Other Provisions Of General Application

       Section 1.01. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

       (a) the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular, and nouns and
pronouns of the masculine gender include the feminine and neuter genders;

       (b) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States;

       (c) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision; and

       (d) the following terms have the meanings given to them in this Section
1.01(d):

       "Accounting Event" has the meaning set forth in Section 1.02(e) of the
Supplemental Indenture.

       "Act" has the meaning, with respect to any Holder, set forth in Section
1.04.

                                        1

<PAGE>

         "Adjusted Applicable Market Value" has the meaning set forth in Section
5.01(a).

         "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 the purposes of this definition,
"control" when used with respect to any specified Person means 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" have meanings correlative to the
foregoing.

         "Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Applicable Market Value" has the meaning set forth in Section 5.01(a).

         "Applicable Ownership Interest" shall mean, with respect to a Corporate
Unit and the Treasury Portfolio contained in a Corporate Unit, (i) a 5%
undivided beneficial ownership interest in $1,000 face amount of U.S. treasury
securities (or principal or interest strips thereof) included in such Treasury
Portfolio that mature on or prior to February 15, 2006, and (ii) (x) for the
scheduled Payment Date on the Senior Notes that occurs on the Purchase Contract
Settlement Date, in the case of a Successful Remarketing prior to the Final
Remarketing Date, or (y) for each scheduled Payment Date on the Senior Notes
that occurs after the Special Event Redemption Date to and including the
Purchase Contract Settlement Date, in the case of a Special Event Redemption, a
0.045% undivided beneficial ownership interest in $1,000 face amount of U.S.
treasury securities (or principal or interest strips thereof) included in such
Treasury Portfolio that mature on or prior to the business day immediately
preceding such scheduled Payment Date.

         "Applicable Principal Amount" means the aggregate principal amount of
the Senior Notes that are components of Corporate Units.

         "Applicants" has the meaning set forth in Section 7.12(b).

         "Bankruptcy Code" means title 11 of the United States Code, or any
other law of the United States that from time to time provides a uniform system
of bankruptcy laws.

         "Beneficial Owner" means, with respect to a Book-Entry Interest, a
Person who is the beneficial owner of such Book-Entry Interest as reflected on
the books of the Depositary or on the books of a Person maintaining an account
with such Depositary (directly as a Depositary Participant or as an indirect
participant, in each case in accordance with the rules of such Depositary).

                                        2

<PAGE>

         "Board of Directors" means the board of directors of the Company or a
duly authorized committee of that board.

         "Board Resolution" means one or more resolutions of the Board of
Directors, a copy of which has been certified by the Secretary or an Assistant
Secretary of the Company, to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification and
delivered to the Purchase Contract Agent.

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, registered in the name of a Depositary or a nominee thereof,
ownership and transfers of which shall be maintained and made through book
entries by such Depositary as described in Section 3.06.

         "Business Day" or "business day" means any day other than a Saturday or
Sunday or any other day on which banking institutions and trust companies in New
York City, New York are permitted or required by applicable law to remain closed
or a day on which the Indenture Trustee or the Collateral Agent is closed for
business; provided that for purposes of the second paragraph of Section 1.12
only, the term "Business Day" shall also be deemed to exclude any day on which
DTC is closed.

         "Cash Merger" has the meaning set forth in Section 5.04(b)(ii).

         "Cash Merger Early Settlement" has the meaning set forth in Section
5.04(b)(ii).

         "Cash Merger Early Settlement Date" has the meaning set forth in
Section 5.04(b)(ii).

         "Cash Settlement" has the meaning set forth in Section 5.02(b)(i).

         "Certificate" means a Corporate Units Certificate or a Treasury Units
Certificate.

         "Closing Price" has the meaning set forth in Section 5.01(a).

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Collateral" has the meaning set forth in Section 1.01(d) of the Pledge
Agreement.

         "Collateral Account" has the meaning set forth in Section 1.01(d) of
the Pledge Agreement.

                                       3

<PAGE>

         "Collateral Agent" means Bank One Trust Company, N.A., a national
banking association, as Collateral Agent under the Pledge Agreement until a
successor Collateral Agent shall have become such pursuant to the applicable
provisions of the Pledge Agreement, and thereafter "Collateral Agent" shall mean
the Person who is then the Collateral Agent thereunder.

         "Collateral Substitution" means (i) with respect to a Corporate Unit,
(x) the substitution for the Pledged Senior Note included in such Corporate Unit
by Treasury Securities in an aggregate principal amount at maturity equal to the
aggregate principal amount of such Pledged Senior Note, or (y) the substitution
for the Pledged Applicable Ownership Interest in the Treasury Portfolio included
in such Corporate Unit by Treasury Securities in an amount equal to such Pledged
Applicable Ownership Interest in the Treasury Portfolio, or (ii) with respect to
a Treasury Unit, (x) the substitution for the Pledged Treasury Securities
included in such Treasury Unit (if the Applicable Ownership Interest in the
Treasury Portfolio has not replaced the Senior Note as a component of the
Corporate Unit) by Senior Notes in an aggregate principal amount equal to the
aggregate principal amount at stated maturity of the Pledged Treasury
Securities, or (y) the substitution for the Pledged Treasury Securities included
in such Treasury Unit (if the Applicable Ownership Interest in the Treasury
Portfolio has replaced the Senior Note as a component of the Corporate Unit) by
the appropriate Applicable Ownership Interest in the Treasury Portfolio.

         "Common Stock" means the common stock, par value $1.00 per share, of
the Company.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor shall have become such pursuant
to the applicable provision of this Agreement, and thereafter "Company" shall
mean such successor.

         "Constituent Person" has the meaning set forth in Section 5.04(b)(i).

         "Contract Adjustment Payments" means the payments payable by the
Company on the Payment Dates in respect of each Purchase Contract, at a rate per
year of 3.4% of the Stated Amount per Purchase Contract.

         "Corporate Trust Office" means the office of the Purchase Contract
Agent at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at 1 Bank
One Plaza, Suite IL 1-0823, Chicago, Illinois 60670-0823; provided, however, for
purposes of Section 10.02 only, the Corporate Trust Office shall be located at
55 Water Street, 1/st/ Floor, Jeannette Park Entrance, New York, New York 10041.

                                       4

<PAGE>

         "Corporate Unit" means the collective rights and obligations of a
Holder of a Corporate Units Certificate in respect of the Senior Notes or an
appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case
may be, subject in each case (except for the appropriate Applicable Ownership
Interest specified in clause (ii) of the definition of such term) to the Pledge
thereof, and the related Purchase Contract.

         "Corporate Units Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Corporate Units
specified on such certificate.

         "Coupon Rate" means the percentage rate per annum at which each Senior
Note will bear interest initially.

         "Current Market Price" has the meaning set forth in Section
5.04(a)(viii).

         "Custodial Agent" means Bank One Trust Company, N.A., a national
banking association, as Custodial Agent under the Pledge Agreement until a
successor Custodial Agent shall have become such pursuant to the applicable
provisions of the Pledge Agreement, and thereafter "Custodial Agent" shall mean
the Person who is then the Custodial Agent thereunder.

         "Depositary" means a clearing agency registered under Section 17A of
the Exchange Act that is designated to act as Depositary for the Units as
contemplated by Sections 3.06 and 3.08.

         "Depositary Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.

         "DTC" means The Depository Trust Company.

         "Early Settlement" has the meaning set forth in Section 5.07(a).

         "Early Settlement Amount" has the meaning set forth in Section 5.07(b).

         "Early Settlement Date" has the meaning set forth in Section 5.07(b).

         "Early Settlement Rate" has the meaning set forth in Section 5.07(c).

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

                                        5

<PAGE>

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

         "Expiration Date" has the meaning set forth in Section 1.04(e).

         "Expiration Time" has the meaning set forth in Section 5.04(a)(vi).

         "Failed Final Remarketing" has the meaning set forth in Section
5.02(c)(iii).

         "Failed Initial Remarketing" has the meaning set forth in Section
5.02(a)(i).

         "Failed Remarketing" shall mean a Failed Initial Remarketing or a
Failed Final Remarketing.

         "Final Remarketing" has the meaning set forth in Section 5.02(c)(i).

         "Final Remarketing Date" has the meaning set forth in Section
5.02(c)(i).

         "Final Remarketing Fee" has the meaning set forth in Section
5.02(c)(ii).

         "Global Certificate" means a Certificate that evidences all or part of
the Units and is registered in the name of the Depositary or a nominee thereof.

         "Holder" means, with respect to a Unit, the Person in whose name the
Unit evidenced by a Certificate is registered in the Security Register;
provided, however, that solely for the purpose of determining whether the
Holders of the requisite number of Units have voted on any matter (and not for
any other purpose hereunder), if the Unit remains in the form of one or more
Global Certificates and if the Depositary that is the registered holder of such
Global Certificate has sent an omnibus proxy assigning voting rights to the
Depositary Participants to whose accounts the Units are credited on the record
date, the term "Holder" shall mean such Depositary Participant acting at the
direction of the Beneficial Owners.

         "Indenture" means the Indenture, dated as of April 26, 2002, between
the Company and the Indenture Trustee (including any provisions of the TIA that
are deemed incorporated therein), as supplemented by the Supplemental Indenture
pursuant to which the Senior Notes will be issued.

         "Indemnitees" has the meaning set forth in Section 7.07(c).

         "Indenture Trustee" means Bank One Trust Company, N.A., as trustee
under the Indenture, or any successor thereto.

                                       6




<PAGE>

         "Initial Remarketing" has the meaning set forth in Section 5.02(a)(i).

         "Initial Remarketing Date" means the third Business Day immediately
preceding November 16, 2006.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Company by (i) either its Chief Executive Officer, its
President or one of its Vice Presidents, and (ii) either its Corporate Secretary
or one of its Assistant Corporate Secretaries or its Treasurer or one of its
Assistant Treasurers, and delivered to the Purchase Contract Agent.

         "non-electing share" has the meaning set forth in Section 5.04(b)(i).

         "NYSE" has the meaning set forth in Section 5.01(a).

         "Officers' Certificate" means a certificate signed by (i) either the
Company's Chief Executive Officer, its President or one of its Vice Presidents,
and (ii) either the Company's Corporate Secretary or one of its Assistant
Corporate Secretaries or its Treasurer or one of its Assistant Treasurers, and
delivered to the Purchase Contract Agent. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Agreement (other than the Officers' Certificate provided for in Section 10.05)
shall include:

                (i)     a statement that each officer signing the Officers'
         Certificate has read the covenant or condition and the definitions
         relating thereto;

                (ii)    a brief statement of the nature and scope of the
         examination or investigation undertaken by each officer in rendering
         the Officers' Certificate;

                (iii)   a statement that, in the opinion of each such officer,
         each such officer has made such examination or investigation as is
         necessary to enable such officer 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, in the opinion of each such
         officer, such condition or covenant has been complied with.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Company (and who may be an employee of the Company), and who
shall be reasonably acceptable to the Purchase Contract Agent. An opinion of
counsel may rely on certificates as to matters of fact.

                                       7

<PAGE>

         "Outstanding Units" means, with respect to any Unit and as of the date
of determination, all Units evidenced by Certificates theretofore authenticated,
executed and delivered under this Agreement, except:

                (i)   if a Termination Event has occurred, (x) Corporate Units
                for which the underlying Senior Notes or Applicable Ownership
                Interests in the Treasury Portfolio have been theretofore
                deposited with the Purchase Contract Agent in trust for the
                Holders of such Corporate Units and (y) Treasury Units;

                (ii)  Units evidenced by Certificates theretofore cancelled by
         the Purchase Contract Agent or delivered to the Purchase Contract Agent
         for cancellation or deemed cancelled pursuant to the provisions of this
         Agreement; and

                (iii) Units evidenced by Certificates in exchange for or in
         lieu of which other Certificates have been authenticated, executed on
         behalf of the Holder and delivered pursuant to this Agreement, other
         than any such Certificate in respect of which there shall have been
         presented to the Purchase Contract Agent proof satisfactory to it that
         such Certificate is held by a protected purchaser in whose hands the
         Units evidenced by such Certificate are valid obligations of the
         Company;

provided, however, that in determining whether the Holders of the requisite
number of the Units have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Units owned by the Company or any Affiliate
of the Company shall be disregarded and deemed not to be Outstanding Units,
except that, in determining whether the Purchase Contract Agent shall be
authorized and protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Units that a
Responsible Officer of the Purchase Contract Agent actually knows to be so owned
shall be so disregarded. Units so owned that have been pledged in good faith may
be regarded as Outstanding Units if the pledgee establishes to the satisfaction
of the Purchase Contract Agent the pledgee's right so to act with respect to
such Units and that the pledgee is not the Company or any Affiliate of the
Company.

         "Payment Date" means each February 16, May 16, August 16 and November
16 of each year, commencing February 16, 2003.

         "Permitted Investments" has the meaning set forth in Section 1.01(d) of
the Pledge Agreement.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint-stock company, limited

                                       8

<PAGE>

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

         "Plan" means an employee benefit plan that is subject to ERISA, a plan
or individual retirement account that is subject to Section 4975 of the Code or
any entity whose assets are considered assets of any such plan.

         "Pledge" means the pledge under the Pledge Agreement of the Senior
Notes, the Treasury Securities or the appropriate Applicable Ownership Interest
(as specified in clause (i) of the definition of such term) in the Treasury
Portfolio, as the case may be, in each case constituting a part of the Units (it
being understood that the appropriate Applicable Ownership Interest (as
specified in clause (ii) of the definition of such term) in the Treasury
Portfolio shall not be subject to the Pledge).

         "Pledge Agreement" means the Pledge Agreement, dated as of December 17,
2002, among the Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent, on its own behalf and
as attorney-in-fact for the Holders from time to time of the Units, as amended
from time to time.

         "Pledged Applicable Ownership Interests" has the meaning set forth in
Section 1.01(d) of the Pledge Agreement.

         "Pledged Senior Notes" has the meaning set forth in Section 1.01(d) of
the Pledge Agreement.

         "Pledged Treasury Securities" has the meaning set forth in Section
1.01(d) of the Pledge Agreement.

         "Predecessor Certificate" means a Predecessor Corporate Units
Certificate or a Predecessor Treasury Units Certificate.

         "Predecessor Corporate Units Certificate" of any particular Corporate
Units Certificate means every previous Corporate Units Certificate evidencing
all or a portion of the rights and obligations of the Company and the Holder
under the Corporate Units evidenced thereby; and, for the purposes of this
definition, any Corporate Units Certificate authenticated and delivered under
Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Corporate Units Certificate shall be deemed to evidence the same rights
and obligations of the Company and the Holder as the mutilated, destroyed, lost
or stolen Corporate Units Certificate.

         "Predecessor Treasury Units Certificate" of any particular Treasury
Units Certificate means every previous Treasury Units Certificate evidencing all

                                       9

<PAGE>

or a portion of the rights and obligations of the Company and the Holder under
the Treasury Units evidenced thereby; and, for the purposes of this definition,
any Treasury Units Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Treasury Units
Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Treasury
Units Certificate.

         "Primary Treasury Dealer" shall mean a primary U.S. government
securities dealer.

         "Proceeds" has the meaning set forth in Section 1.01(d) of the Pledge
Agreement.

         "Pro Rata" shall mean pro rata to each Holder according to the
aggregate Stated Amount of the Units held by such Holder in relation to the
aggregate Stated Amount of all Units outstanding.

         "Prospectus" means the prospectus relating to the delivery of shares or
any securities in connection with an Early Settlement pursuant to Section 5.07
or a Cash Merger Early Settlement of Purchase Contracts pursuant to Section
5.04(b)(ii), in the form in which first filed, or transmitted for filing, with
the Securities and Exchange Commission after the effective date of the
Registration Statement pursuant to Rule 424(b) under the Securities Act,
including the documents incorporated by reference therein as of the date of such
Prospectus.

         "Purchase Contract" means, with respect to any Unit, the contract
forming a part of such Unit and obligating the Company to (i) sell, and the
Holder of such Unit to purchase, shares of Common Stock and (ii) pay the Holder
thereof Contract Adjustment Payments, in each case on the terms and subject to
the conditions set forth in Article 5 hereof.

         "Purchase Contract Agent" means the Person named as the "Purchase
Contract Agent" in the first paragraph of this Agreement until a successor
Purchase Contract Agent shall have become such pursuant to the applicable
provisions of this Agreement, and thereafter "Purchase Contract Agent" shall
mean such Person or any subsequent successor who is appointed pursuant to this
Agreement.

         "Purchase Contract Settlement Date" means February 16, 2006.

         "Purchase Contract Settlement Fund" has the meaning set forth in
         Section 5.03.

         "Purchase Price" has the meaning set forth in Section 5.01(a).

                                       10

<PAGE>

         "Purchased Shares" has the meaning set forth in Section 5.04(a)(vi).

         "Put Right" has the meaning set forth in Section 8.05 of the
Supplemental Indenture.

         "Quotation Agent" means any Primary Treasury Dealer selected by the
Company.

         "Record Date" for any distribution and Contract Adjustment Payment
payable on any Payment Date means, as to any Global Certificate or any other
Certificate, the first business day of the calendar month in which the relevant
Payment Date falls; provided that the Company may, at its option, select any
other day as the Record Date for any Payment Date so long as such Record Date
selected is more than one Business Day but less than sixty Business Days prior
to such Payment Date.

         "Redemption Amount" has the meaning set forth in Section 1.02(e) of the
Supplemental Indenture.

         "Redemption Price" has the meaning set forth in Section 1.02(e) of the
Supplemental Indenture.

         "Reference Dealer" means a dealer engaged in trading of convertible
securities.

         "Reference Price" has the meaning set forth in Section 5.01(a)(ii).

         "Registration Statement" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the delivery by the
Company of any securities in connection with an Early Settlement on the Early
Settlement Date or a Cash Merger Early Settlement of Purchase Contracts on the
Cash Merger Early Settlement Date under Section 5.04(b)(ii), including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in such registration statement, and any post-effective amendments
thereto.

         "Remarketing" means the remarketing of the Senior Notes by the
Remarketing Agent pursuant to the Remarketing Agreement.

         "Remarketing Agent" has the meaning set forth in the Remarketing
Agreement.

         "Remarketing Agreement" means the Remarketing Agreement, dated as of
December 17, 2002 among the Company, Banc of America Securities LLC, Credit
Suisse First Boston Corporation, UBS Warburg LLC and the Purchase Contract
Agent, as amended from time to time.

                                       11

<PAGE>

         "Remarketing Date" means the Initial Remarketing Date or the Final
Remarketing Date.

         "Remarketing Fee" has the meaning set forth in Section 5.02(a)(i).

         "Remarketing Per Senior Note Price" means the Treasury Portfolio
Purchase Price divided by the number of Senior Notes held as components of
Corporate Units.

         "Reorganization Event" has the meaning set forth in Section 5.04(b)(i).

         "Reset Rate" has the meaning set forth in Section 1.02(e) of the
Supplemental Indenture.

         "Responsible Officer" means, with respect to the Purchase Contract
Agent, any officer of the Purchase Contract Agent assigned by the Purchase
Contract Agent to administer this Purchase Contract Agreement.

         "Rights" has the meaning set forth in Section 5.04(a)(xi).

         "Rights Agreement" has the meaning set forth in Section 5.04(a)(xi).

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

         "Securities Intermediary" means Bank One Trust Company, N.A., a
national banking association, as Securities Intermediary under the Pledge
Agreement until a successor Securities Intermediary shall have become such
pursuant to the applicable provisions of the Pledge Agreement, and thereafter
"Securities Intermediary" shall mean such successor or any subsequent successor
who is appointed pursuant to the Pledge Agreement.

         "Security Register" and "Securities Registrar" have the respective
meanings set forth in Section 3.05.

         "Senior Indebtedness" means, indebtedness of any kind of the Company
unless the instrument under which such indebtedness is incurred expressly
provides that it is on a parity in right of payment with or subordinate in right
of payment to the Contract Adjustment Payments.

         "Senior Notes" means the series of notes designated the senior notes
due February 16, 2008 to be issued by the Company under the Indenture.

         "Separate Senior Notes" means Senior Notes that are no longer a
component of Corporate Units.

                                       12

<PAGE>

         "Separate Senior Notes Purchase Price" means the amount in cash equal
to the product of the Remarketing Per Senior Note Price multiplied by the number
of Separate Senior Notes remarketed in the Initial Remarketing.

         "Settlement Rate" has the meaning set forth in Section 5.01(a).

         "Special Event" has the meaning set forth in Section 1.02(e) of the
Supplemental Indenture.

         "Special Event Redemption" means the redemption of the Senior Notes
pursuant to the Indenture following the occurrence of a Special Event.

         "Special Event Redemption Date" means the date upon which a Special
Event Redemption is scheduled to occur pursuant to the Indenture.

         "Stated Amount" means $50.00.

         "Successful Final Remarketing" has the meaning set forth in Section
5.02(c)(ii).

         "Successful Initial Remarketing" has the meaning set forth in Section
5.02(a)(i).

         "Successful Remarketing" means a Successful Initial Remarketing or a
Successful Final Remarketing.

         "Supplemental Indenture" means the Supplemental Indenture No. 1 dated
as of the date hereof between the Company and the Indenture Trustee.

         "Tax Event" has the meaning set forth in Section 1.02(e) of the
Supplemental Indenture.

         "Termination Date" means the date, if any, on which a Termination Event
occurs.

         "Termination Event" means the occurrence of any of the following
events:

               (i)   at any time on or prior to the Purchase Contract
         Settlement Date, a judgment, decree or court order shall have been
         entered granting relief under the Bankruptcy Code, adjudicating the
         Company to be insolvent, or approving as properly filed a petition
         seeking reorganization or liquidation of the Company or any other
         similar applicable Federal or state law and if such judgment, decree or
         order shall have been entered more than 60 days prior to the Purchase
         Contract Settlement Date, such

                                       13

<PAGE>

         decree or order shall have continued undischarged and unstayed for a
         period of 60 days;

                  (ii)   at any time on or prior to the Purchase Contract
         Settlement Date, a judgment, decree or court order for the appointment
         of a receiver or liquidator or trustee or assignee in bankruptcy or
         insolvency of the Company or of its property, or for the termination or
         liquidation of its affairs, shall have been entered and if such
         judgment, decree or order shall have been entered more than 60 days
         prior to the Purchase Contract Settlement Date, such judgment, decree
         or order shall have continued undischarged and unstayed for a period of
         60 days; or

                  (iii)  at any time on or prior to the Purchase Contract
         Settlement Date, the Company shall file a petition for relief under the
         Bankruptcy Code, or shall consent to the filing of a bankruptcy
         proceeding against it, or shall file a petition or answer or consent
         seeking reorganization or liquidation under the Bankruptcy Code or any
         other similar applicable Federal or State law, or shall consent to the
         filing of any such petition, or shall consent to the appointment of a
         receiver or liquidator or trustee or assignee in bankruptcy or
         insolvency of it or of its property, or shall make an assignment for
         the benefit of creditors, or shall admit in writing its inability to
         pay its debts generally as they become due.

         "Threshold Appreciation Price" has the meaning set forth in Section
5.01(a).

         "TIA" means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation.

         "Trading Day" has the meaning set forth in Section 5.01(a).

         "Trailing 12 Month Period" has the meaning set forth in Section
5.04(a)(v).

         "Treasury Portfolio" means a portfolio of (1) U.S. treasury securities
(or principal or interest strips thereof) that mature on or prior to February
15, 2006 in an aggregate amount equal to the Applicable Principal Amount, and
(2) (x) in the case of a Successful Remarketing prior to the Final Remarketing
Date, for the scheduled Payment Date on the Senior Notes that occurs on the
Purchase Contract Settlement Date, U.S. treasury securities (or principal or
interest strips thereof) that mature on or prior to February 15, 2006 in an
aggregate amount equal to the aggregate interest payment (assuming no reset of
the interest rate) that would have been due on the Purchase Contract Settlement
Date on the Applicable Principal Amount, and (y) in the case of a Special Event
Redemption, for each scheduled Payment Date that occurs after the Special Event
Redemption Date to and

                                       14

<PAGE>

including the Purchase Contract Settlement Date, U.S. treasury securities (or
principal or interest strips thereof) that mature on or prior to the business
day immediately preceding such scheduled Payment Date in an aggregate amount
equal to the aggregate interest payment (assuming no reset of the interest rate)
that would have been due on such scheduled Payment Date on the Applicable
Principal Amount.

         "Treasury Portfolio Purchase Price" means the lowest aggregate ask-side
price quoted by a Primary Treasury Dealer to the Quotation Agent between 9:00
a.m. and 11:00 a.m. (New York City time) (i) in the case of a Special Event
Redemption, on the third Business Day immediately preceding the Special Event
Redemption Date for the purchase of the applicable Treasury Portfolio for
settlement on the Special Event Redemption Date, and (ii) in the case of any
Successful Remarketing prior to the Final Remarketing Date, on the date of such
Successful Remarketing for the purchase of the applicable Treasury Portfolio for
settlement on the third Business Day immediately following the date of such
Successful Remarketing.

         "Treasury Securities" means zero-coupon U.S. treasury securities that
mature on February 15, 2006 (CUSIP No. 912803AJ2).

         "Treasury Unit" means, following the substitution of Treasury
Securities for Pledged Senior Notes or the Pledged Applicable Ownership Interest
in the Treasury Portfolio as collateral to secure a Holder's obligations under
the Purchase Contract, the collective rights and obligations of a Holder of a
Treasury Units Certificate in respect of such Treasury Securities, subject to
the Pledge thereof, and the related Purchase Contract.

         "Treasury Units Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Treasury Unit specified
on such certificate.

         "Underwriters" means the underwriters identified in Schedule A to the
Underwriting Agreement.

         "Underwriting Agreement" means the Underwriting Agreement, dated
December 11, 2002, among the Company and the Underwriters, relating to the
issuance of Corporate Units by the Company.

         "Unit" means a Corporate Unit or a Treasury Unit, as the case may be.

         "Vice President" means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president."

                                       15

<PAGE>

     Section 1.02. Compliance Certificates And Opinions. Except as otherwise
expressly provided by this Agreement, upon any application or request by the
Company to the Purchase Contract Agent to take any action in accordance with any
provision of this Agreement, the Company shall furnish to the Purchase Contract
Agent an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Agreement relating to the proposed action have been
complied with and, if requested by the Purchase Contract Agent, an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Agreement (other than the Officers' Certificate
provided for in Section 10.05) shall include:

         (i)    a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

         (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 or opinion are based;

         (iii)  a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     such individual 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, in the opinion of each such
     individual, such condition or covenant has been complied with.

     Section 1.03. Form Of Documents Delivered To Purchase Contract Agent.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer

                                       16

<PAGE>

knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which its
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upona
certificate or opinion of, or representations by, an officer or officers of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

         Section 1.04. Acts Of Holders; Record Dates.

         (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Purchase Contract Agent and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and (subject to Section 7.01)
conclusive in favor of the Purchase Contract Agent and the Company, if made in
the manner provided in this Section.

         (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Purchase Contract
Agent deems sufficient.

         (c)  The ownership of Units shall be proved by the Security Register.

         (d)  Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Unit shall bind every future Holder of
the same Unit and the Holder of every Certificate evidencing such Unit issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Purchase Contract Agent or the Company in reliance thereon, whether or not
notation of such action is made upon such Certificate.

                                       17

<PAGE>

         (e)  The Company may set any date as a record date for the purpose of
determining the Holders of Outstanding Units entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Units. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Corporate Units and the Outstanding Treasury Units,
as the case may be, on such record date, and no other Holders, shall be entitled
to take the relevant action with respect to the Corporate Units or the Treasury
Units, as the case may be, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken prior to or on the applicable Expiration Date by Holders of the requisite
number of Outstanding Units on such record date. Nothing contained in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant
to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be cancelled and be of no effect), and nothing
contained in this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite number of Outstanding Units on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Purchase Contract Agent in writing and to each Holder of Units in
the manner set forth in Section 1.06.

         With respect to any record date set pursuant to this Section 1.04(e),
the Company may designate any date as the "Expiration Date" and from time to
time may change the Expiration Date to any earlier or later day; provided that
no such change shall be effective unless notice of the proposed new Expiration
Date is given to the Purchase Contract Agent in writing, and to each Holder of
Units in the manner set forth in Section 1.06, prior to or on the existing
Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

         Section 1.05.  Notices.

         Any notice or communication is duly given if in writing and delivered
in Person or mailed by first-class mail (registered or certified, return receipt
requested), telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; provided that notice
shall be deemed given to the Purchase Contract Agent only upon receipt thereof:

                                       18

<PAGE>

If to the Purchase Contract Agent:

         Bank One Trust Company, N.A.
         1 Bank One Plaza
         Suite IL1-0823
         Attention: Corporate Trust Administration
         Fax: (312) 336-8840

If to the Company:

         Baxter International Inc.
         One Baxter Parkway
         Deerfield, Illinois 60015
         Telecopier No.: 847-948-3827
         Attention: General Counsel

If to the Collateral Agent:

         Bank One Trust Company, N.A.
         1 Bank One Plaza
         Suite IL1-0823
         Attention: Corporate Trust Administration
         Fax: (312) 336-8840

If to the Indenture Trustee:

         Bank One Trust Company, N.A.
         1 Bank One Plaza
         Suite IL1-0823
         Attention: Corporate Trust Administration
         Fax: (312) 336-8840

         The Purchase Contract Agent shall send to the Indenture Trustee at the
telecopier number set forth above a copy of any notices in the form of Exhibits
C, D, E or F it sends or receives.

         Section 1.06.  Notice To Holders; Waiver.

         Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed
to any particular Holder shall

                                       19

<PAGE>

affect the sufficiency of such notice with respect to other Holders. Where this
Agreement provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Purchase Contract Agent, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Purchase
Contract Agent shall constitute a sufficient notification for every purpose
hereunder.

         Section 1.07.  Effect Of Headings And Table Of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

         Section 1.08.  Successors And Assigns.

         All covenants and agreements in this Agreement by the Company and the
Purchase Contract Agent shall bind their respective successors and assigns,
whether so expressed or not.

         Section 1.09.  Separability Clause.

         In case any provision in this Agreement or in the Units shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby. Section 1.10 . Benefits Of Agreement.

         Nothing contained in this Agreement or in the Units, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent provided hereby, the Holders, any
benefits or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and shall
be bound by all of the terms and conditions hereof and of the Units evidenced by
their Certificates by their acceptance of delivery of such Certificates.

         Section 1.11.  Governing Law.

         This Agreement and the Units shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                       20

<PAGE>

         Section 1.12.  Legal Holidays.

         In any case where any Payment Date shall not be a Business Day
(notwithstanding any other provision of this Agreement or the Units), Contract
Adjustment Payments or other distributions shall not be paid on such date, but
Contract Adjustment Payments or such other distributions shall be paid on the
next succeeding Business Day with the same force and effect as if made on such
Payment Date, provided that no interest shall accrue or be payable by the
Company or to any Holder for the period from and after any such Payment Date.

         In any case where the Purchase Contract Settlement Date or any Early
Settlement Date or Cash Merger Early Settlement Date shall not be a Business Day
(notwithstanding any other provision of this Agreement or the Units), Purchase
Contracts shall not be performed and Early Settlement and Cash Merger Early
Settlement shall not be effected on such date, but Purchase Contracts shall be
performed or Early Settlement or Cash Merger Early Settlement shall be effected,
as applicable, on the next succeeding Business Day with the same force and
effect as if made on such Purchase Contract Settlement Date, Early Settlement
Date or Cash Merger Early Settlement Date, as applicable.

         Section 1.13.  Counterparts.

         This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

         Section 1.14.  Inspection Of Agreement.

         A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office for inspection by any
Holder or Beneficial Owner.

         Section 1.15.  Appointment Of Financial Institution As Agent For The
Company.

         The Company may appoint a financial institution (which may be the
Collateral Agent) to act as its agent in performing its obligations and in
accepting and enforcing performance of the obligations of the Purchase Contract
Agent and the Holders, under this Agreement and the Purchase Contracts, by
giving notice of such appointment in the manner provided in Section 1.05 hereof.
Any such appointment shall not relieve the Company in any way from its
obligations hereunder.

                                       21

<PAGE>

         Section 1.16.  No Waiver. No failure on the part of the Company, the
Purchase Contract Agent, the Collateral Agent, the Securities Intermediary or
any of their respective agents to exercise, and no course of dealing with
respect to, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise by
the Company, the Collateral Agent, the Securities Intermediary or any of their
respective agents of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.

                                    ARTICLE 2
                                Certificate Forms

         Section 2.01.  Forms Of Certificates Generally.

         The Certificates (including the form of Purchase Contract forming part
of each Unit evidenced thereby) shall be in substantially the form set forth in
Exhibit A hereto (in the case of Certificates evidencing Corporate Units) or
Exhibit B hereto (in the case of Certificates evidencing Treasury Units), with
such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Units are listed
or any depositary therefor, or as may, consistently herewith, be determined by
the officers of the Company executing such Certificates, as evidenced by their
execution of the Certificates.

         The definitive Certificates shall be produced in any manner as
determined by the officers of the Company executing the Units evidenced by such
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

         Every Global Certificate authenticated, executed on behalf of the
Holders and delivered hereunder shall bear a legend in substantially the
following form:

         "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
         PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
         IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY,
         A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER
         NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
         CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
         DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
         IN THE PURCHASE

                                       22

<PAGE>

         CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A
         TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
         OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
         OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
         LIMITED CIRCUMSTANCES.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
         ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH
         OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
         HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

         Section 2.02.  Form Of Purchase Contract Agent's Certificate Of
   Authentication.

         The form of the Purchase Contract Agent's certificate of authentication
of the Units shall be in substantially the form set forth on the form of the
applicable Certificates.

                                    ARTICLE 3
                                    The Units

         Section 3.01.  Amount; Form And Denominations.

         The aggregate number of Units evidenced by Certificates authenticated,
executed on behalf of the Holders and delivered hereunder is limited to
22,000,000 (or 25,000,000 if the over-allotment option granted to the
Underwriters pursuant to the Underwriting Agreement is exercised in full),
except for Certificates authenticated, executed and delivered upon registration
of transfer of, in exchange for, or in lieu of, other Certificates pursuant to
Section 3.04, Section 3.05, Section 3.10, Section 3.13, Section 3.14 or Section
8.05.

         The Certificates shall be issuable only in registered form and only in
denominations of a single Corporate Unit or Treasury Unit and any integral
multiple thereof.

                                       23

<PAGE>

         Section 3.02.  Rights And Obligations Evidenced By The Certificates.

         Each Corporate Units Certificate shall evidence the number of Corporate
Units specified therein, with each such Corporate Unit representing (1) the
ownership by the Holder thereof of a beneficial interest in a Senior Note or the
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
subject to the Pledge of such Senior Note or the Applicable Ownership Interest
(as specified in clause (i) of the definition of such term) in the Treasury
Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement,
and (2) the rights and obligations of the Holder thereof and the Company under
one Purchase Contract. The Purchase Contract Agent is hereby authorized, as
attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit, to
pledge, pursuant to the Pledge Agreement, the Senior Note and the Applicable
Ownership Interest (as specified in clause (i) of the definition of such term)
in the Treasury Portfolio, if any, forming a part of such Corporate Unit, to the
Collateral Agent for the benefit of the Company, and to grant to the Collateral
Agent, for the benefit of the Company, a security interest in the right, title
and interest of such Holder in such Senior Note and the Applicable Ownership
Interest (as specified in clause (i) of the definition of such term) in the
Treasury Portfolio, if any, to secure the obligation of the Holder under each
Purchase Contract to purchase shares of Common Stock.

         Upon the formation of a Treasury Unit pursuant to Section 3.13, each
Treasury Unit Certificate shall evidence the number of Treasury Units specified
therein, with each such Treasury Unit representing (1) the ownership by the
Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security
with a principal amount equal to $1,000, subject to the Pledge of such interest
by such Holder pursuant to the Pledge Agreement, and (2) the rights and
obligations of the Holder thereof and the Company under one Purchase Contract.
The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and
on behalf of, the Holder of each Treasury Unit, to pledge, pursuant to the
Pledge Agreement, such Holder's interest in the Treasury Security forming a part
of such Treasury Unit to the Collateral Agent, for the benefit of the Company,
and to grant to the Collateral Agent, for the benefit of the Company, a security
interest in the right, title and interest of such Holder in such Treasury
Security to secure the obligation of the Holder under each Purchase Contract to
purchase shares of Common Stock.

         Prior to the purchase of shares of Common Stock under each Purchase
Contract, such Purchase Contracts shall not entitle the Holder of a Unit to any
of the rights of a holder of shares of Common Stock, including, without
limitation, the right to vote or receive any dividends or other payments or to
consent or to receive notice as a shareholder in respect of the meetings of
shareholders or for the election of directors of the Company or for any other
matter, or any other rights whatsoever as a shareholder of the Company.

                                       24

<PAGE>

         Section 3.03.  Execution, Authentication, Delivery And Dating.

         Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon
the execution and delivery of this Agreement, and at any time and from time to
time thereafter, the Company may deliver Certificates executed by the Company to
the Purchase Contract Agent for authentication, execution on behalf of the
Holders and delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

         The Certificates shall be executed on behalf of the Company by its
Chairman of the Board of Directors, its Chief Executive Officer, its President,
its Treasurer or one of its Vice Presidents. The signature of any of these
officers on the Certificates may be manual or facsimile.

         Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates.

         No Purchase Contract evidenced by a Certificate shall be valid until
such Certificate has been executed on behalf of the Holder by the manual
signature of an authorized officer of the Purchase Contract Agent, as such
Holder's attorney-in-fact. Such signature by an authorized officer of the
Purchase Contract Agent shall be conclusive evidence that the Holder of such
Certificate has entered into the Purchase Contracts evidenced by such
Certificate.

         Each Certificate shall be dated the date of its authentication.

         No Certificate shall be entitled to any benefit under this Agreement or
be valid or obligatory for any purpose unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by an authorized officer of the Purchase Contract Agent by manual
signature, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

         Section 3.04.  Temporary Certificates.

         Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu
of such definitive Certificates, temporary Certificates which are in
substantially the form set forth in Exhibit A or Exhibit B hereto, as the case
may be, with such

                                       25

<PAGE>

letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Corporate Units or
Treasury Units, as the case may be, are listed, or as may, consistently
herewith, be determined by the officers of the Company executing such
Certificates, as evidenced by their execution of the Certificates.

         If temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like number of
Units as the temporary Certificate or Certificates so surrendered. Until so
exchanged, the temporary Certificates shall in all respects evidence the same
benefits and the same obligations with respect to the Units evidenced thereby as
definitive Certificates.

         Section 3.05.  Registration; Registration Of Transfer And Exchange.

         The Purchase Contract Agent shall keep at the Corporate Trust Office a
register (the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Purchase Contract Agent shall provide for
the registration of Certificates and of transfers of Certificates (the Purchase
Contract Agent, in such capacity, the "Security Registrar"). The Security
Registrar shall record separately the registration and transfer of the
Certificates evidencing Corporate Units and Treasury Units.

         Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the designated transferee or transferees, and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of any
authorized denominations, like tenor, and evidencing a like number of Corporate
Units or Treasury Units, as the case may be.

         At the option of the Holder, Certificates may be exchanged for other
Certificates, of any authorized denominations and evidencing a like number of
Corporate Units or Treasury Units, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office. Whenever any
Certificates are so surrendered for exchange, the Company shall execute and

                                       26

<PAGE>

deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holder, and deliver the Certificates
which the Holder making the exchange is entitled to receive.

         All Certificates issued upon any registration of transfer or exchange
of a Certificate shall evidence the ownership of the same number of Corporate
Units or Treasury Units, as the case may be, and be entitled to the same
benefits and subject to the same obligations under this Agreement as the
Corporate Units or Treasury Units, as the case may be, evidenced by the
Certificate surrendered upon such registration of transfer or exchange.

         Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Purchase Contract Agent) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Purchase Contract Agent duly executed, by
the Holder thereof or its attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Purchase Contract Agent may
require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Section 3.04, Section 3.06 and Section 8.05 not involving any transfer.

         Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder
and deliver any Certificate in exchange for any other Certificate presented or
surrendered for registration of transfer or for exchange on or after the
Business Day immediately preceding the earliest to occur of any Early Settlement
Date with respect to such Certificate, any Cash Merger Early Settlement Date
with respect to such Certificate, the Purchase Contract Settlement Date or the
Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of
the applicable conditions specified above in this Section and receipt of
appropriate registration or transfer instructions from such Holder, the Purchase
Contract Agent shall:

             (i) if the Purchase Contract Settlement Date (including upon any
         Cash Settlement) or an Early Settlement Date or a Cash Merger Early
         Settlement Date with respect to such other Certificate has occurred,
         deliver the shares of Common Stock issuable in respect of the Purchase
         Contracts forming a part of the Units evidenced by such other
         Certificate; or

                                       27

<PAGE>

               (ii)     if a Termination Event shall have occurred prior to the
         Purchase Contract Settlement Date, transfer the Senior Notes, the
         Treasury Securities, or the appropriate Applicable Ownership Interest
         in the Treasury Portfolio, as the case may be, evidenced thereby, in
         each case subject to the applicable conditions and in accordance with
         the applicable provisions of Section 3.15 and Article 5 hereof.

         Section 3.06.  Book-entry Interests.

         The Certificates, on original issuance, will be issued in the form of
one or more fully registered Global Certificates, to be delivered to the
Depositary or its custodian by, or on behalf of, the Company. The Company hereby
designates DTC as the initial Depositary. Such Global Certificates shall
initially be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive
a definitive Certificate representing such Beneficial Owner's interest in such
Global Certificate, except as provided in Section 3.09. The Purchase Contract
Agent shall enter into an agreement with the Depositary if so requested by the
Company. Unless and until definitive, fully registered Certificates have been
issued to Beneficial Owners pursuant to Section 3.09:

               (i)      the provisions of this Section 3.06 shall be in full
         force and effect;

               (ii)     the Company shall be entitled to deal with the
         Depositary for all purposes of this Agreement (including, without
         limitation, making Contract Adjustment Payments and receiving
         approvals, votes or consents hereunder) as the Holder of the Units and
         the sole holder of the Global Certificates and shall have no obligation
         to the Beneficial Owners;

               (iii)    to the extent that the provisions of this Section 3.06
         conflict with any other provisions of this Agreement, the provisions of
         this Section 3.06 shall control; and

               (iv)     the rights of the Beneficial Owners shall be exercised
         only through the Depositary and shall be limited to those established
         by law and agreements between such Beneficial Owners and the Depositary
         or the Depositary Participants.

Transfers of securities evidenced by Global Certificates shall be made through
the facilities of the Depositary, and any cancellation of, or increase or
decrease in the number of, such securities (including the creation of Treasury
Units and the recreation of Corporate Units pursuant to Section 3.13 and Section
3.14 respectively) shall be accomplished by making appropriate annotations on
the Schedule of Increases and Decreases for such Global Certificate.

                                       28

<PAGE>

         Section 3.07.  Notices To Holders.

         Whenever a notice or other communication to the Holders is required to
be given under this Agreement, the Company or the Company's agent shall give
such notices and communications to the Holders and, with respect to any Units
registered in the name of the Depositary or the nominee of the Depositary, the
Company or the Company's agent shall, except as set forth herein, have no
obligations to the Beneficial Owners.

         Section 3.08.  Appointment Of Successor Depositary.

         If the Depositary elects to discontinue its services as securities
depositary with respect to the Units, the Company may, in its sole discretion,
appoint a successor Depositary with respect to the Units.

         Section 3.09.  Definitive Certificates.

         If:

               (i)      the Depositary notifies the Company that it is unwilling
         or unable to continue its services as securities depositary with
         respect to the Units and no successor Depositary has been appointed
         pursuant to Section 3.08 within 90 days after such notice; or

               (ii)     the Depositary ceases to be a "clearing agency"
         registered under Section 17A of the Exchange Act when the Depositary is
         required to be so registered to act as the Depositary and so notifies
         the Company, and no successor Depositary has been appointed pursuant to
         Section 3.08 within 90 days after such notice; or

               (iii)    the Company determines in its discretion that the Global
         Certificates shall be exchangeable for definitive Certificates,

then (x) definitive Certificates shall be prepared by the Company with respect
to such Units and delivered to the Purchase Contract Agent and (y) upon
surrender of the Global Certificates representing the Units by the Depositary,
accompanied by registration instructions, the Company shall cause definitive
Certificates to be delivered to Beneficial Owners in accordance with the
instructions of the Depositary. The Company and the Purchase Contract Agent
shall not be liable for any delay in delivery of such instructions and may
conclusively rely on and shall be authorized and protected in relying on, such
instructions. Each definitive Certificate so delivered shall evidence Units of
the same kind and tenor as the Global Certificate so surrendered in respect
thereof.

         Section 3.10.  Mutilated, Destroyed, Lost And Stolen Certificates.

                                       29

<PAGE>

         If any mutilated Certificate is surrendered to the Purchase Contract
Agent, the Company shall execute and deliver to the Purchase Contract Agent, and
the Purchase Contract Agent shall authenticate, execute on behalf of the Holder,
and deliver in exchange therefor, a new Certificate, evidencing the same number
of Corporate Units or Treasury Units, as the case may be, and bearing a
Certificate number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Purchase Contract
Agent (i) evidence to their satisfaction of the destruction, loss or theft of
any Certificate, and (ii) such security or indemnity as may be required by them
to hold each of them and any agent of any of them harmless, then, in the absence
of notice to the Company or the Purchase Contract Agent that such Certificate
has been acquired by a protected purchaser, the Company shall execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holder, and deliver to the Holder, in
lieu of any such destroyed, lost or stolen Certificate, a new Certificate,
evidencing the same number of Corporate Units or Treasury Units, as the case may
be, and bearing a Certificate number not contemporaneously outstanding.

         Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder,
and deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earliest of any Early Settlement Date with respect to
such lost or mutilated Certificate, any Cash Merger Early Settlement Date with
respect to such lost or mutilated Certificate, the Purchase Contract Settlement
Date or the Termination Date. In lieu of delivery of a new Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Purchase Contract Agent shall:

               (i)   if the Purchase Contract Settlement Date or Early
         Settlement Date or Cash Merger Early Settlement Date with respect to
         such lost, stolen, destroyed or mutilated Certificate has occurred,
         deliver the shares of Common Stock issuable in respect of the Purchase
         Contracts forming a part of the Units evidenced by such Certificate; or

               (ii)  if a Cash Settlement with respect to such lost or mutilated
         Certificate or if a Termination Event shall have occurred prior to the
         Purchase Contract Settlement Date, transfer the Senior Notes, the
         Treasury Securities or the appropriate Applicable Ownership Interest
         (as specified in clause (i) of the definition of such term) in the
         Treasury Portfolio, as the case may be, evidenced thereby, in each case
         subject to the applicable conditions and in accordance with the
         applicable provisions of Section 3.15 and Article 5 hereof.

                                       30

<PAGE>

         Upon the issuance of any new Certificate under this Section, the
Company and the Purchase Contract Agent may require the payment by the Holder of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other fees and expenses (including, without
limitation, the fees and expenses of the Purchase Contract Agent) connected
therewith.

         Every new Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the Units
evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and
the Units evidenced thereby) shall be at any time enforceable by anyone, and
shall be entitled to all the benefits and be subject to all the obligations of
this Agreement equally and proportionately with any and all other Certificates
delivered hereunder.

         The provisions of this Section are exclusive and shall preclude, to the
extent lawful, all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates.

         Section 3.11.  Persons Deemed Owners.

         Prior to due presentment of a Certificate for registration of transfer,
the Company and the Purchase Contract Agent, and any agent of the Company or the
Purchase Contract Agent, may treat the Person in whose name such Certificate is
registered as the owner of the Units evidenced thereby for purposes of (subject
to any applicable record date) any payment or distribution on the Senior Notes
or on the Applicable Ownership Interests (as specified in clause (ii) of the
definition of such term) in the Treasury Portfolio (if any), as applicable,
payment of Contract Adjustment Payments and performance of the Purchase
Contracts and for all other purposes whatsoever in connection with such Units,
whether or not such payment, distribution, or performance shall be overdue and
notwithstanding any notice to the contrary, and neither the Company nor the
Purchase Contract Agent, nor any agent of the Company or the Purchase Contract
Agent, shall be affected by notice to the contrary.

         Notwithstanding the foregoing, with respect to any Global Certificate,
nothing contained herein shall prevent the Company, the Purchase Contract Agent
or any agent of the Company or the Purchase Contract Agent, from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary (or its nominee), as a Holder, with respect to such Global
Certificate, or impair, as between such Depositary and the related Beneficial
Owner, the operation of customary practices governing the exercise of rights of
the Depositary (or its nominee) as Holder of such Global Certificate. None of
the Company, the Purchase Contract Agent or any agent of the Company or the
Purchase Contract Agent will have any responsibility or liability for any aspect
of

                                       31

<PAGE>

the records relating to or payments made on account of beneficial ownership
interests of a Global Certificate or maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         Section 3.12.  Cancellation.

         All Certificates surrendered for delivery of shares of Common Stock on
or after the Purchase Contract Settlement Date or upon the transfer of Senior
Notes, or for delivery of the appropriate Applicable Ownership Interest in the
Treasury Portfolio or Treasury Securities, as the case may be, after the
occurrence of a Termination Event or pursuant to a Cash Settlement, an Early
Settlement or a Cash Merger Early Settlement, or upon the registration of
transfer or exchange of a Unit, or a Collateral Substitution or the recreation
of Corporate Units shall, if surrendered to any Person other than the Purchase
Contract Agent, be delivered to the Purchase Contract Agent along with
appropriate written instructions regarding the cancellation thereof and, if not
already cancelled, shall be promptly cancelled by it. The Company may at any
time deliver to the Purchase Contract Agent for cancellation any Certificates
previously authenticated, executed and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Certificates so delivered shall,
upon an Issuer Order, be promptly cancelled by the Purchase Contract Agent. No
Certificates shall be authenticated, executed on behalf of the Holder and
delivered in lieu of or in exchange for any Certificates cancelled as provided
in this Section, except as expressly permitted by this Agreement. All cancelled
Certificates held by the Purchase Contract Agent shall be disposed of in
accordance with its customary practices.

         If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Purchase
Contract Agent cancelled or for cancellation.

         Section 3.13.  Creation Of Treasury Units By Substitution Of Treasury
Securities.

         Unless the Treasury Portfolio has replaced the Senior Notes as a
component of the Corporate Units, and subject to the conditions set forth in
this Agreement, a Holder may, at any time from and after the date of this
Agreement and prior to 5:00 p.m. (New York City time) on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date, effect a Collateral
Substitution and separate the Senior Notes from the related Purchase Contracts
in respect of such Holder's Corporate Units by substituting for such Senior
Notes, Treasury Securities in an aggregate principal amount at maturity equal to
the aggregate principal amount of such Senior Notes; provided that Holders may
make Collateral Substitutions only in integral multiples of 20 Corporate Units.
To effect such substitution, the Holder must:

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<PAGE>

          (1)  deposit with the Securities Intermediary Treasury Securities
               having an aggregate principal amount at maturity equal to the
               aggregate principal amount of the Senior Notes comprising part of
               such Corporate Units; and

          (2)  transfer the related Corporate Units to the Purchase Contract
               Agent accompanied by a notice to the Purchase Contract Agent,
               substantially in the form of Exhibit C hereto, (i) stating that
               the Holder has deposited the relevant amount of Treasury
               Securities to the Securities Intermediary and (ii) requesting
               that the Purchase Contract Agent instruct the Collateral Agent to
               release the Senior Notes underlying such Corporate Units,
               whereupon the Purchase Contract Agent shall promptly provide an
               instruction to such effect to the Collateral Agent, substantially
               in the form of Exhibit A to the Pledge Agreement.

Upon receipt of the Treasury Securities described in clause (1) above and the
instruction described in clause (2) above, in accordance with the terms of the
Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to
effect the release of such Senior Notes from the Pledge, free and clear of the
Company's security interest therein, and the transfer of such Senior Notes to
the Purchase Contract Agent on behalf of the Holder. Upon receipt of such Senior
Notes, the Purchase Contract Agent shall promptly:

               (i)   cancel the related Corporate Units;

               (ii)  transfer the Senior Notes to the Holder (such Senior Notes
          shall be tradeable as a separate security, independent of the
          resulting Treasury Units); and

               (iii) authenticate, execute on behalf of such Holder and deliver
          Treasury Units in book-entry form, or if applicable, in the form of a
          Treasury Units Certificate executed by the Company in accordance with
          Section 3.03 evidencing the same number of Purchase Contracts as were
          evidenced by the cancelled Corporate Units.

         Holders who elect to separate the Senior Notes from the related
Purchase Contracts and to substitute Treasury Securities for such Senior Notes
shall be responsible for any fees or expenses (including, without limitation,
fees and expenses payable to the Collateral Agent for its services as Collateral
Agent) in respect of the substitution, and neither the Company nor the Purchase
Contract Agent shall be responsible for any such fees or expenses.

         If the Treasury Portfolio has replaced the Senior Notes as a component
of the Corporate Units and subject to the conditions set forth in this
Agreement, a

                                       33

<PAGE>

Holder may, at any time on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date, substitute Treasury Securities
for the Applicable Ownership Interests in the Treasury Portfolio included in
such Corporate Units, but only in integral multiples of 20,000 Corporate Units.
In such an event, the Holder shall transfer Treasury Securities to the
Securities Intermediary, and the Purchase Contract Agent shall instruct the
Collateral Agent to release the Pledge of and transfer to the Holder the
appropriate Applicable Ownership Interests in the Treasury Portfolio in the
manner set forth above.

     In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Corporate Units or
fails to deliver Corporate Units Certificates to the Purchase Contract Agent
after depositing Treasury Securities with the Securities Intermediary, any
distributions on the Senior Notes or Applicable Ownership Interest in the
Treasury Portfolio constituting a part of such Corporate Units shall be held in
the name of the Purchase Contract Agent or its nominee in trust for the benefit
of such Holder, until such Corporate Units are so transferred or the Corporate
Units Certificate is so delivered, as the case may be, or, such Holder provides
evidence satisfactory to the Company and the Purchase Contract Agent that such
Corporate Units Certificate has been destroyed, lost or stolen, together with
any indemnity that may be required by the Purchase Contract Agent and the
Company.

     Except as described in Section 5.02 or in this Section 3.13 or in
connection with a Cash Settlement, an Early Settlement, a Cash Merger Early
Settlement or a Termination Event, for so long as the Purchase Contract
underlying a Corporate Unit remains in effect, such Corporate Units shall not be
separable into its constituent parts, and the rights and obligations of the
Holder in respect of the Senior Notes or Applicable Ownership Interests in the
Treasury Portfolio, as the case may be, and the Purchase Contract comprising
such Corporate Units may be acquired, and may be transferred and exchanged, only
as a Corporate Unit.

     Section 3.14. Recreation Of Corporate Units.

     Unless the Treasury Portfolio has replaced the Senior Notes as a component
of the Corporate Units, and subject to the conditions set forth in this
Agreement, a Holder of Treasury Units may recreate Corporate Units at any time
on or prior to 5:00 p.m. (New York City time) on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date; provided that
Holders of Treasury Units may only recreate Corporate Units in integral
multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must:

          (1)  transfer to the Securities Intermediary Senior Notes having an
               aggregate principal amount equal to the aggregate principal

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<PAGE>

                 amount at stated maturity of the Treasury Securities comprising
                 part of the Treasury Units; and

            (2)  transfer the related Treasury Units to the Purchase Contract
                 Agent accompanied by a notice to the Purchase Contract Agent,
                 substantially in the form of Exhibit C hereto, (i) stating that
                 the Holder has transferred the relevant amount of Senior Notes
                 to the Securities Intermediary and (ii) requesting that the
                 Purchase Contract Agent instruct the Collateral Agent to
                 release the Treasury Securities underlying such Treasury
                 Units, whereupon the Purchase Contract Agent shall promptly
                 provide an instruction to such effect to the Collateral
                 Agent, substantially in the form of Exhibit C to the Pledge
                 Agreement.

Upon receipt of the Senior Notes described in clause (1) above and the
instruction described in clause (2) above, in accordance with the terms of the
Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to
effect the release of the Treasury Securities having a corresponding aggregate
principal amount at maturity from the Pledge, free and clear of the Company's
security interest therein, and the transfer thereof to the Purchase Contract
Agent on behalf of the Holder. Upon receipt of such Treasury Securities, the
Purchase Contract Agent shall promptly:

                 (i)     cancel the related Treasury Units;

                 (ii)    transfer the Treasury Securities to the Holder; and

                 (iii)   authenticate, execute on behalf of such Holder and
         deliver Corporate Units in book-entry form or, if applicable, in the
         form of a Corporate Units Certificate executed by the Company in
         accordance with Section 3.03 evidencing the same number of Purchase
         Contracts as were evidenced by the cancelled Treasury Units.

         Holders who elect to recreate Corporate Units shall be responsible for
any fees or expenses (including, without limitation, fees and expenses payable
to the Collateral Agent for its services as Collateral Agent) in respect of the
recreation, and neither the Company nor the Purchase Contract Agent shall be
responsible for any such fees or expenses.

         If the Treasury Portfolio has replaced the Senior Notes as a component
of the Corporate Units, a Holder of Treasury Units may at any time on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date substitute the Applicable Ownership Interests in the Treasury
Portfolio for Treasury Securities, but only in multiples of 20,000 Treasury
Units. In such an event, the Holder shall transfer the appropriate Applicable
Ownership Interests in

                                       35

<PAGE>

the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent
shall instruct the Collateral Agent to release the Pledge of and transfer to the
Holder Treasury Securities in the manner set forth above.

         Except as provided in Section 5.02 or in this Section 3.14 or in
connection with a Cash Settlement, an Early Settlement, a Cash Merger Early
Settlement or a Termination Event, for so long as the Purchase Contract
underlying a Treasury Unit remains in effect, such Treasury Unit shall not be
separable into its constituent parts and the rights and obligations of the
Holder of such Treasury Unit in respect of the 1/20 of a Treasury Security and
the Purchase Contract comprising such Treasury Unit may be acquired, and may be
transferred and exchanged, only as a Treasury Unit.

         Section 3.15.  Transfer Of Collateral Upon Occurrence Of Termination
Event.

         Upon the occurrence of a Termination Event and the transfer to the
Purchase Contract Agent of the Senior Notes, the appropriate Applicable
Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the
case may be, underlying the Corporate Units and the Treasury Units, as the case
may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract
Agent shall request transfer instructions with respect to such Senior Notes, the
appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury
Securities, as the case may be, from each Holder by written request,
substantially in the form of Exhibit D hereto, mailed to such Holder at its
address as it appears in the Security Register.

         Upon book-entry transfer of the Corporate Units or the Treasury Units
or delivery of a Corporate Units Certificate or Treasury Units Certificate to
the Purchase Contract Agent with such transfer instructions, the Purchase
Contract Agent shall transfer the Senior Notes, the appropriate Applicable
Ownership Interests in the Treasury Portfolio or Treasury Securities, as the
case may be, underlying such Corporate Units or Treasury Units, as the case may
be, to such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions. In the event a Holder of Corporate Units or
Treasury Units fails to effect such transfer or delivery, the Senior Notes, the
appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury
Securities, as the case may be, underlying such Corporate Units or Treasury
Units, as the case may be, and any distributions thereon, shall be held in the
name of the Purchase Contract Agent or its nominee in trust for the benefit of
such Holder, until the earlier to occur of:

                 (i)     the transfer of such Corporate Units or Treasury Units
         or surrender of the Corporate Units Certificate or Treasury Units
         Certificate or the receipt by the Company and the Purchase Contract
         Agent from such

                                       36

<PAGE>

         Holder of satisfactory evidence that such Corporate Units Certificate
         or Treasury Units Certificate has been destroyed, lost or stolen,
         together with any indemnity that may be required by the Purchase
         Contract Agent and the Company; and

                 (ii)    the expiration of the time period specified in the
         abandoned property laws of the relevant State in which the Purchase
         Contract Agent holds such property.

         Section 3.16.  No Consent To Assumption.

         Each Holder of a Unit, by acceptance thereof, shall be deemed expressly
to have withheld any consent to the assumption under Section 365 of the
Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its
trustee, receiver, liquidator or a person or entity performing similar functions
in the event that the Company becomes the debtor under the Bankruptcy Code or
subject to other similar state or Federal law providing for reorganization or
liquidation.

                                   ARTICLE 4
  The Senior Notes And Applicable Ownership Interests In The Treasury Portfolio

         Section 4.01.  Interest Payments; Rights To Interest Payments
Preserved.

         Any payment on any Senior Note or on the appropriate Applicable
Ownership Interests (as specified in clause (ii) of the definition of such term)
in the Treasury Portfolio, as the case may be, which is paid on any Payment Date
shall, subject to receipt thereof by the Purchase Contract Agent from the
Collateral Agent as provided by the terms of the Pledge Agreement, be paid to
the Person in whose name the Corporate Units Certificate (or one or more
Predecessor Corporate Units Certificates) of which such Senior Note or the
appropriate Applicable Ownership Interests in the Treasury Portfolio, as the
case may be, forms a part is registered at the close of business on the Record
Date for such Payment Date.

         Each Corporate Units Certificate evidencing Senior Notes or the
appropriate Applicable Ownership Interests in the Treasury Portfolio delivered
under this Agreement upon registration of transfer of or in exchange for or in
lieu of any other Corporate Units Certificate shall carry the right to accrued
and unpaid interest or distributions, and to accrue interest or distributions,
which were carried by the Senior Notes or the appropriate Applicable Ownership
Interests in the Treasury Portfolio underlying such other Corporate Units
Certificate.

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<PAGE>

         In the case of any Corporate Unit with respect to which (A) Cash
Settlement of the underlying Purchase Contract is properly effected pursuant to
Section 5.02(b) or Section 5.02(e) hereof, (B) Early Settlement of the
underlying Purchase Contract is properly effected pursuant to Section 5.07
hereof, (C) Cash Merger Early Settlement of the underlying Purchase Contract is
properly effected pursuant to Section 5.04(b)(ii) hereof, (D) a Collateral
Substitution is properly effected pursuant to Section 3.13, or (E) a Successful
Initial Remarketing occurs with respect to the Senior Note that is part of such
Corporate Unit, in each case on a date that is after any Record Date and prior
to or on the next succeeding Payment Date, interest on the Senior Notes or
distributions on the appropriate Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, underlying such Corporate Unit otherwise payable
on such Payment Date shall be payable on such Payment Date notwithstanding such
Cash Settlement, Early Settlement, Cash Merger Early Settlement, Collateral
Substitution or Initial Remarketing, and such payment or distributions shall,
subject to receipt thereof by the Purchase Contract Agent, be payable to the
Person in whose name the Corporate Units Certificate (or one or more Predecessor
Corporate Units Certificates) was registered at the close of business on the
Record Date.

         Except as otherwise expressly provided in the immediately preceding
paragraph, in the case of any Corporate Units with respect to which Cash
Settlement, Early Settlement or Cash Merger Early Settlement of the underlying
Purchase Contract is properly effected, or with respect to which a Collateral
Substitution has been effected, payments on the related Senior Notes or
distributions on the appropriate Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, that would otherwise be payable or made after the
Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early
Settlement Date or the date of the Collateral Substitution, as the case may be,
shall not be payable hereunder to the Holder of such Corporate Units; provided,
however, that to the extent that such Holder continues to hold Separate Senior
Notes or Applicable Ownership Interest in the Treasury Portfolio that formerly
comprised a part of such Holder's Corporate Units, such Holder shall be entitled
to receive interest on such Separate Senior Notes or distributions on the
Applicable Ownership Interests in the Treasury Portfolio.

         Section 4.02.  Notice And Voting.

         Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Senior Notes, but only to the extent instructed in
writing by the Holders as described below. Upon receipt of notice of any meeting
at which holders of Senior Notes are entitled to vote or upon any solicitation
of consents, waivers or proxies of holders of Senior Notes, the Purchase
Contract Agent shall, as soon as practicable thereafter, mail, first class,
postage pre-paid, to the Holders of Corporate Units a notice:

                                       38

<PAGE>

                 (i)     containing such information as is contained in the
         notice or solicitation;

                 (ii)    stating that each Holder on the record date set by the
         Purchase Contract Agent therefor (which, to the extent possible, shall
         be the same date as the record date for determining the holders of
         Senior Notes, as the case may be, entitled to vote) shall be entitled
         to instruct the Purchase Contract Agent as to the exercise of the
         voting rights pertaining to such Senior Notes underlying their
         Corporate Units; and

                 (iii)   stating the manner in which such instructions may be
         given.

Upon the written request of the Holders of Corporate Units on such record date
received by the Purchase Contract Agent at least six days prior to such meeting,
the Purchase Contract Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Senior Notes, as the case may be, as to which
any particular voting instructions are received. In the absence of specific
instructions from the Holder of a Corporate Unit, the Purchase Contract Agent
shall abstain from voting the Senior Notes underlying such Corporate Unit. The
Company hereby agrees, if applicable, to solicit Holders of Corporate Units to
timely instruct the Purchase Contract Agent in order to enable the Purchase
Contract Agent to vote such Senior Notes.

         The Holders of Corporate Units and Treasury Units shall have no voting
or other rights in respect of Common Stock.

         Section 4.03.  Special Event Redemption.

         (a) If the Company elects to redeem the Senior Notes on any Payment
Date following the occurrence of a Special Event as permitted by the Indenture,
it shall notify the Collateral Agent in writing that a Special Event has
occurred and that it intends to redeem the Senior Notes on the Special Event
Redemption Date. On the Special Event Redemption Date, the Collateral Agent
shall surrender the Pledged Senior Notes to the Indenture Trustee against
delivery of an amount equal to the aggregate Redemption Price for such Pledged
Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the
Collateral Agent shall cause the Securities Intermediary to apply an amount
equal to the aggregate Redemption Amount of such funds to purchase on behalf of
the Holders of Corporate Units the Treasury Portfolio and promptly remit the
remaining portion of such funds to the Purchase Contract Agent for payment to
the Holders of such Corporate Units.

         (b) Upon the occurrence of a Special Event Redemption, (i) the
Applicable Ownership Interests (as specified in clause (i) of the definition of
such

                                       39

<PAGE>

term) in the Treasury Portfolio will be substituted as Collateral for the
Pledged Senior Notes and will be held by the Collateral Agent in accordance with
the terms of the Pledge Agreement to secure the obligation of each Holder of a
Corporate Unit to purchase the Common Stock of the Company under the Purchase
Contract constituting a part of such Corporate Unit, (ii) the Applicable
Ownership Interests (as specified in clause (ii) of the definition of such term)
in the Treasury Portfolio will be transferred to the Purchase Contract Agent for
the benefit of the Holders of such Corporate Units, (iii) the Holders of
Corporate Units and the Collateral Agent shall have such security interest
rights and obligations with respect to such Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) as the Holders of
Corporate Units and the Collateral Agent had in respect of the Senior Notes, as
the case may be, subject to the Pledge thereof as provided in the Pledge
Agreement, and (iv) any reference herein to the Senior Notes shall be deemed to
be a reference to such Applicable Ownership Interests (as specified in clause
(i) of the definition of such term) in the Treasury Portfolio. The Company may
cause to be made in any Corporate Units Certificates thereafter to be issued
such change in phraseology and form (but not in substance) as may be appropriate
to reflect the substitution of the Applicable Ownership Interests (as specified
in clause (i) of the definition of such term) in the Treasury Portfolio for
Senior Notes as Collateral.

         (c)  The Holders of Separate Senior Notes shall directly receive the
Redemption Price for the Separate Senior Notes.

                                   ARTICLE 5
                             The Purchase Contracts

         Section 5.01.  Purchase Of Shares Of Common Stock.

         (a)  Each Purchase Contract shall obligate the Holder of the related
Units to purchase, and the Company to sell, on the Purchase Contract Settlement
Date at a price equal to the Stated Amount (the "Purchase Price"), a number of
newly issued shares of Common Stock (subject to Section 5.09) equal to the
Settlement Rate unless an Early Settlement, a Cash Merger Early Settlement or a
Termination Event with respect to the Units of which such Purchase Contract is a
part shall have occurred. The "Settlement Rate" is equal to:

              (i)  If the Adjusted Applicable Market Value (as defined below) is
         greater than or equal to $35.69 (the "Threshold Appreciation Price"),
         1.4011 shares of Common Stock per Purchase Contract;

              (ii) if the Adjusted Applicable Market Value is less than or equal
         to the Threshold Appreciation Price but greater than $28.78 (the
         "Reference Price"), the number of shares of Common Stock per Purchase

                                       40

<PAGE>

         Contact having a value equal to the Stated Amount divided by the
         Adjusted Applicable Market Value;

               (iii)   if the Adjusted Applicable Market Value is less than or
         equal to the Reference Price, 1.7373 shares of Common Stock per
         Purchase Contract;

in each case subject to adjustment as provided in Section 5.04 (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).

         The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Purchase Contract Settlement
Date, subject to adjustments set forth under Section 5.04 hereof.

         The "Adjusted Applicable Market Value" means (i) prior to any
adjustment of the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv),
(v), (vi), (vii) or (x) of Section 5.04(a), the Applicable Market Value, and
(ii) at the time of and after any adjustment of the Settlement Rate pursuant to
paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a),
the Applicable Market Value multiplied by a fraction of which the numerator
shall be the Settlement Rate immediately after such adjustment pursuant to
paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) and
the denominator shall be the Settlement Rate immediately prior to such
adjustment; provided, however, that if such adjustment to the Settlement Rate is
required to be made pursuant to the occurrence of any of the events contemplated
by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a)
during the period taken into consideration for determining the Applicable Market
Value, appropriate and customary adjustments shall be made to the Settlement
Rate.

         The "Closing Price" per share of Common Stock on any date of
determination means:

               (i)     the closing sale price as of the close of the principal
         trading session (or, if no closing price is reported, the last reported
         sale price) per share on the New York Stock Exchange, Inc. (the "NYSE")
         on such date;

               (ii)    if the Common Stock is not listed for trading on the NYSE
         on any such date, the closing sale price (or, if no closing price is
         reported, the last reported sale price) per share as reported in the
         composite transactions for the principal United States national or
         regional securities exchange on which the Common Stock is so listed;

                                       41

<PAGE>

               (iii)   if the Common Stock is not so listed on a United States
         national or regional securities exchange, the last reported sale price
         per share as reported by The Nasdaq National Market, Inc.;

               (iv)    if the Common Stock is not so reported by the Nasdaq
         National Market, Inc., the last quoted bid price for the Common Stock
         in the over-the-counter market as reported by the National Quotation
         Bureau or similar organization; or

               (v)     if the bid price referred to in clause (iv) is not
         available, the market value of Common Stock on such date as determined
         by a nationally recognized independent investment banking firm retained
         by the Company for purposes of determining the Closing Price.

         A "Trading Day" means a day on which the Common Stock (1) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (2) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

         (b)   Each Holder of a Corporate Unit or a Treasury Unit, by its
acceptance of such Unit:

               (i)     irrevocably authorizes the Purchase Contract Agent to
         enter into and perform the related Purchase Contract on its behalf as
         its attorney-in-fact (including, without limitation, the execution of
         Certificates on behalf of such Holder);

               (ii)    agrees to be bound by the terms and provisions thereof;

               (iii)   covenants and agrees to perform its obligations under
         such Purchase Contract for so long as such Holder remains a Holder of a
         Corporate Unit or a Treasury Unit;

               (iv)    consents to the provisions hereof;

               (v)     irrevocably authorizes the Purchase Contract Agent to
         enter into and perform this Agreement and the Pledge Agreement on its
         behalf and in its name as its attorney-in-fact;

               (vi)    consents to, and agrees to be bound by, the Pledge of
         such Holder's right, title and interest in and to the Collateral
         Account, including the Senior Notes and the Applicable Ownership
         Interests (as specified in clause (i) of the definition of such term)
         in the Treasury Portfolio or the Treasury Securities pursuant to the
         Pledge Agreement; and

                                       42

<PAGE>

               (vii)   for United States federal, state and local income and
         franchise tax purposes, agrees to (i) treat an acquisition of the
         Corporate Units as an acquisition of the Senior Note and Purchase
         Contract constituting the Corporate Units, (ii) treat the Senior Notes
         as indebtedness and (iii) treat itself as the owner of the applicable
         interest in the Collateral Account, including the Senior Notes and the
         Applicable Ownership Interests in the Treasury Portfolio (as specified
         in clause (i) of the definition of such term) or the Treasury
         Securities,

provided that upon a Termination Event, the rights of the Holder of such Units
under the Purchase Contract may be enforced without regard to any other rights
or obligations.

         (c)   Each Holder of a Corporate Unit or a Treasury Unit, by its
acceptance thereof, further covenants and agrees that to the extent and in the
manner provided in Section 5.02 hereof and the provisions of the Pledge
Agreement, but subject to the terms thereof, Proceeds of the Senior Notes, the
Treasury Securities or the Applicable Ownership Interests (as specified in
clause (i) of the definition of such term) in the Treasury Portfolio, as
applicable, on the Purchase Contract Settlement Date, shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such Proceeds.

         (d)   Upon registration of transfer of a Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee) by the terms of this Agreement, the Purchase Contracts underlying
such Certificate and the Pledge Agreement and the transferor shall be released
from the obligations under this Agreement, the Purchase Contracts underlying the
Certificate so transferred and the Pledge Agreement. The Company covenants and
agrees, and each Holder of a Certificate, by its acceptance thereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.

         Section 5.02. Remarketing; Payment Of Purchase Price.

         (a)   (i) Unless a Special Event Redemption has occurred prior to the
Initial Remarketing Date, the Company shall engage the Remarketing Agent
pursuant to the Remarketing Agreement for Remarketing the Senior Notes. By 11:00
a.m. (New York City time) on the Business Day immediately preceding the Initial
Remarketing Date, the Purchase Contract Agent shall notify the Remarketing Agent
of the aggregate principal amount of Pledged Senior Notes, and the Custodial
Agent shall notify the Remarketing Agent of the aggregate principal amount of
Separate Senior Notes (if any) that are to be remarketed pursuant to clause (ii)
below. Concurrently, the Custodial Agent will present for remarketing the
Separate Senior Notes to the Remarketing Agent. Upon receipt of such notice from
the Purchase Contract Agent and Custodial Agent, and the

                                       43

<PAGE>

Separate Senior Notes for remarketing from the Custodial Agent, the Remarketing
Agent will, on the Initial Remarketing Date, use its reasonable efforts to
remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged
Senior Notes and Separate Senior Notes on such date at a price of approximately
100.25% of the sum of the Treasury Portfolio Purchase Price plus the Separate
Senior Notes Purchase Price. If the Remarketing Agent is able to remarket the
Pledged Senior Notes and Separate Senior Notes at a price equal to or greater
than 100.25% of the Treasury Portfolio Purchase Price plus the Separate Senior
Notes Purchase Price (a "Successful Initial Remarketing"), the Collateral Agent
shall, in accordance with the Pledge Agreement, cause the Securities
Intermediary to transfer the Pledged Senior Notes upon confirmation of deposit
by the Remarketing Agent of the proceeds of such Successful Remarketing in the
Collateral Account, and the portion of the proceeds from such Successful Initial
Remarketing equal to the Treasury Portfolio Purchase Price will be applied to
purchase the Treasury Portfolio. The Remarketing Agent may deduct as a
remarketing fee (the "Remarketing Fee") an amount equal to 25 basis points
(0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate
Senior Notes Purchase Price. With respect to Pledged Senior Notes, any proceeds
of the Initial Remarketing in excess of the sum of the Treasury Portfolio
Purchase Price plus the Remarketing Fee with respect to such Pledged Senior
Notes will be remitted to the Purchase Contract Agent for payment to the Holders
of the related Corporate Units. The Treasury Portfolio will be substituted for
the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) in the Treasury
Portfolio will be pledged to the Collateral Agent to secure the obligation of
the Holders of Corporate Units to pay the Purchase Price for the Common Stock
under the related Purchase Contracts on the Purchase Contract Settlement Date.
With respect to Separate Senior Notes upon a Successful Initial Remarketing, any
proceeds of the Initial Remarketing in excess of the Remarketing Fee
attributable to the Separate Senior Notes will be remitted to the Custodial
Agent for payment to the holders of Separate Senior Notes. None of the Company,
the Purchase Contract Agent, or any Holders of Corporate Units or holders of
Separate Senior Notes whose Senior Notes or Separate Senior Notes are so
remarketed will otherwise be responsible for the payment of any Remarketing Fee
in connection therewith.

         Following the occurrence of a Successful Initial Remarketing, the
Holders of Corporate Units and the Collateral Agent shall have such security
interests, rights and obligations with respect to the Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) in the
Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had
in respect of the Senior Notes, subject to the Pledge thereof as provided in the
Pledge Agreement, and any reference herein or in the Certificates to the Senior
Notes shall be deemed to be a reference to such Applicable Ownership Interests
in the Treasury Portfolio and any reference herein or in the Certificates to
interest on the Senior Notes shall

                                       44

<PAGE>

be deemed to be a reference to corresponding distributions on such Applicable
Ownership Interests in the Treasury Portfolio. The Company may cause to be made
in any Corporate Units Certificates thereafter to be issued such change in
phraseology and form (but not in substance) as may be appropriate to reflect the
substitution of such Applicable Ownership Interests in the Treasury Portfolio
for Senior Notes.

         If, in spite of using its reasonable efforts, the Remarketing Agent
cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any)
in the Initial Remarketing (other than to the Company) at a price not less than
100.25% of the sum of the Treasury Portfolio Purchase Price plus the Separate
Senior Notes Purchase Price or a condition precedent set forth in the
Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed
to have failed (a "Failed Initial Remarketing"). Promptly following a Failed
Initial Remarketing, the Remarketing Agent will return Separate Senior Notes to
the Custodial Agent, in accordance with the Pledge Agreement, for delivery to
the appropriate Holders.

               (ii)    Prior to 5:00 p.m. (New York City time) on the fifth
         Business Day immediately preceding the applicable Remarketing Date, but
         no earlier than the Payment Date immediately preceding such date,
         Holders of Separate Senior Notes may elect to have their Separate
         Senior Notes remarketed under the Remarketing Agreement by delivering
         their Separate Senior Notes, along with a notice of such election,
         substantially in the form of Exhibit F to the Pledge Agreement, to the
         Custodial Agent. After such time, such election shall become an
         irrevocable election to have such Separate Senior Notes remarketed in
         such Remarketing. The Custodial Agent shall hold Separate Senior Notes
         in an account separate from the Collateral Account in which the Pledged
         Senior Notes (as defined in the Pledge Agreement) shall be held.
         Holders of Separate Senior Notes electing to have their Separate Senior
         Notes remarketed will also have the right to withdraw that election by
         written notice to the Custodial Agent, substantially in the form of
         Exhibit G to the Pledge Agreement, on or prior to 5:00 p.m. (New York
         City time) on the fifth Business Day immediately preceding the
         applicable Remarketing Date, upon which notice the Custodial Agent
         shall return such Separate Senior Notes to such Holder. Promptly after
         11:00 a.m. on the Business Day immediately preceding the applicable
         Remarketing Date, the Custodial Agent shall notify the Remarketing
         Agent of the aggregate principal amount of the Separate Senior Notes to
         be remarketed.

               (iii)   Not later than seven calendar days nor more than 15
         calendar days prior to the applicable Remarketing Date, the Company
         shall request the Depositary or its nominee to notify the Beneficial
         Owners

                                       45

<PAGE>

         or Depositary Participants holding Units of the procedures to be
         followed in such Remarketing.

               (iv)    The Company agrees to use its best efforts to ensure
         that, if required by applicable law, a registration statement with
         regard to the full amount of the Senior Notes to be remarketed in the
         Initial Remarketing or the Final Remarketing, as the case may be, shall
         be effective with the Securities and Exchange Commission in a form that
         will enable the Remarketing Agent to rely on it in connection with such
         Remarketing.

               (v)     The Company shall cause a notice of a Failed Remarketing
         to be published (with a copy of such notice to be provided to the
         Purchase Contract Agent) on the Business Day immediately following the
         applicable Remarketing Date, in a daily newspaper in the English
         language of general circulation in the City of New York, which is
         expected to be The Wall Street Journal.

         (b)   (i) Unless a Special Event Redemption, an Early Settlement or a
Cash Merger Early Settlement has occurred prior to the Final Remarketing Date,
if no Successful Remarketing has occurred prior to the Final Remarketing Date,
each Holder shall have the right to satisfy such Holder's obligations under the
Purchase Contract on the Purchase Contract Settlement Date in cash by notifying
the Purchase Contract Agent by use of a notice in substantially the form of
Exhibit E hereto of its intention to pay in cash ("Cash Settlement") prior to
5:00 p.m. (New York City time) on the fifth Business Day immediately preceding
the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York
City time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent
and the Indenture Trustee of the receipt of such notices from Holders intending
to make a Cash Settlement.

               (ii)    A Holder of a Corporate Unit who has so notified the
         Purchase Contract Agent of its intention to effect a Cash Settlement
         shall pay the Purchase Price to the Collateral Agent for deposit in the
         Collateral Account prior to 5:00 p.m. (New York City time) on the
         fourth Business Day immediately preceding the Purchase Contract
         Settlement Date, in lawful money of the United States by certified or
         cashiers' check or wire transfer, in each case in immediately available
         funds payable to or upon the order of the Securities Intermediary. Any
         cash so received shall be invested promptly by the Securities
         Intermediary in Permitted Investments and paid to the Company on the
         Purchase Contract Settlement Date in settlement of the Purchase
         Contracts in accordance with the terms of this Agreement and the Pledge
         Agreement. Any funds received by the Securities Intermediary in respect
         of the investment earnings from such Permitted Investments in excess of
         the Purchase Price for the shares of

                                       46

<PAGE>

         Common Stock to be purchased by such Holder shall be distributed to the
         Purchase Contract Agent when received for payment to the Holder.

               (iii)   If a Holder of a Corporate Unit does not notify the
         Purchase Contract Agent of its intention to make a Cash Settlement in
         accordance with Section 5.02(b)(ii) above, or does notify the Purchase
         Contract Agent in accordance with Section 5.02(b)(i) above but fails to
         make such payment as required by Section 5.02(b)(ii) above, such Holder
         shall be deemed to have consented to the disposition of the Pledged
         Senior Notes pursuant to the Final Remarketing as described in
         paragraph Section 5.02(c) below.

               (iv)    Promptly after 5:00 p.m. (New York City time) on the
         fourth Business Day preceding the Purchase Contract Settlement Date,
         the Collateral Agent, based on cash payments received by the Collateral
         Agent pursuant to Section 5.02(b)(ii) hereof, shall promptly notify the
         Purchase Contract Agent and the Indenture Trustee of the aggregate
         principal amount of Senior Notes to be tendered for purchase in the
         Remarketing in a notice pursuant to the terms of the Pledge Agreement.

         (c)   (i) Unless a Special Event Redemption, an Early Settlement or a
Cash Merger Early Settlement has occurred prior to the Final Remarketing Date,
if a Failed Initial Remarketing has occurred, the Senior Notes of such Holders
of Corporate Units who have not notified the Purchase Contract Agent of their
intention to effect a Cash Settlement as provided in Section 5.02(b)(i) above,
or who have so notified the Purchase Contract Agent in accordance with Section
5.02(b)(i) above but have failed to make such payment as required by Section
5.02(b)(ii) above, and the Separate Senior Notes of any holder who has elected
for its Separate Senior Notes to be remarketed pursuant to Section 5.02(a)(ii)
will be remarketed by the Remarketing Agent (the "Final Remarketing") on the
third Business Day immediately preceding the Purchase Contract Settlement Date
(the "Final Remarketing Date"). In order to facilitate the Final Remarketing,
the Purchase Contract Agent, based on the notices specified in Section
5.02(b)(iv), and the Collateral Agent, based on the notices specified in Section
5.02(a)(ii), shall notify the Remarketing Agent, by 11:00 a.m. (New York City
time) on the Business Day immediately preceding the Final Remarketing Date, of
the aggregate principal amount of Pledged Senior Notes or aggregate principal
amount of Separate Senior Notes that are to be remarketed pursuant to Section
5.02(a)(ii), as the case may be, to be remarketed. Concurrently, the Custodial
Agent will present for remarketing the Separate Senior Notes to the Remarketing
Agent.

               (ii)    Upon receipt of such notice from the Purchase Contract
         Agent and the Collateral Agent and the Separate Senior Notes (if any)
         from the Custodial Agent, as set forth in clause (i) above, the
         Remarketing

                                       47

<PAGE>

         Agent shall, on the Final Remarketing Date, use its reasonable efforts
         to remarket (based on the Reset Rate) such Pledged Senior Notes and the
         Separate Senior Notes on such date at a price equal to approximately
         100.25% of the aggregate principal amount of such Senior Notes and
         Separate Senior Notes being remarketed, as provided in the Remarketing
         Agreement. If the Remarketing Agent is able to remarket the Senior
         Notes and Separate Senior Notes at a price equal to or greater than
         100.25% of the aggregate principal amount of the Senior Notes and
         Separate Senior Notes (if any) (a "Successful Final Remarketing"), the
         Collateral Agent shall, in accordance with the Pledge Agreement, cause
         the Securities Intermediary to transfer the Pledged Senior Notes upon
         confirmation of deposit by the Remarketing Agent of the proceeds of
         such Successful Remarketing in the Collateral Account. The Remarketing
         Agent may deduct as the remarketing fee (the "Final Remarketing Fee")
         an amount equal to 25 basis points (0.25%) of the aggregate principal
         amount of the remarketed Pledged Senior Notes and Separate Senior Notes
         (if any). The proceeds from the Remarketing remitted to the Collateral
         Agent shall be invested by the Collateral Agent in Permitted
         Investments, in accordance with the Pledge Agreement, and then applied
         to satisfy in full the obligations of such Holders of Corporate Units
         to pay the Purchase Price for the shares of Common Stock under the
         related Purchase Contracts on the Purchase Contract Settlement Date.
         Any proceeds in excess of those required to pay the Purchase Price and
         the Final Remarketing Fee will be remitted to the Purchase Contract
         Agent for payment to the Holders of the related Corporate Units. With
         respect to Separate Senior Notes upon a Successful Final Remarketing
         any proceeds of the Final Remarketing in excess of the Final
         Remarketing Fee attributable to the Separate Senior Notes will be
         remitted to the Custodial Agent for payment to the holders of Separate
         Senior Notes.

               (iii)   If, in spite of using its reasonable efforts, the
         Remarketing Agent cannot remarket the Pledged Senior Notes and Separate
         Senior Notes (if any) at a price not less than 100.25% of the aggregate
         principal amount of the Pledged Senior Notes and Separate Senior Notes
         to be remarketed in the Final Remarketing (other than to the Company)
         or a condition precedent set forth in the Remarketing Agreement is not
         fulfilled, the remarketing will be deemed to have failed (a "Failed
         Final Remarketing"). Following a Failed Final Remarketing, as of the
         Purchase Contract Settlement Date, each Holder of any Pledged Senior
         Notes that are subject to a Failed Final Remarketing, and any Senior
         Notes that are a component of a Corporate Unit with respect to which
         the Holder has notified the Purchase Contract Agent of his intent to
         effect Cash Settlement and failed to deliver the Purchase Price
         pursuant to Section 5.02(e)(ii) shall be deemed to have exercised such
         Holder's Put Right with

                                       48

<PAGE>

     respect to such Senior Notes and to have authorized the Collateral Agent to
     pay, in the manner provided for in the Pledge Agreement, the Purchase Price
     for the shares of Common Stock to be issued under the related Purchase
     Contract from a portion of the Proceeds of the Put Right in full
     satisfaction of such Holder's obligations under the related Purchase
     Contract; provided that if the Company shall fail to pay the Put Price when
     due, the Company shall be deemed to have netted such Holder's obligation to
     pay the Company the Purchase Price under the Purchase Contracts against the
     Company's obligation to pay the Put Price, in full satisfaction of such
     Holder's obligation under the Purchase Contracts.

     (d)  (i)  Unless a Holder of a Treasury Unit or a Corporate Unit (if the
Treasury Portfolio has replaced the Senior Notes as a component of such
Corporate Unit) effects an Early Settlement of the underlying Purchase Contract
through the early delivery of cash to the Purchase Contract Agent in the manner
described in Section 5.07 or a Cash Merger Early Settlement of the underlying
Purchase Contract through the early delivery of cash to the Purchase Contract
Agent in the manner described in Section 5.04(b), each Holder of a Treasury Unit
or a Corporate Unit who intends to effect Cash Settlement of the underlying
Purchase Contract shall so notify the Purchase Contract Agent by use of a notice
in substantially the form of Exhibit E hereto prior to 5:00 p.m. (New York City
time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date. Promptly following 5:00 p.m. (New York City time) on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date, the
Purchase Contract Agent shall notify the Collateral Agent of the receipt of such
notices from such Holders intending to make a Cash Settlement. Holders of
Treasury Units may make Cash Settlements only in integral multiples of 20
Corporate Units.

          (ii) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury
     Portfolio has replaced the Senior Note as a component of such Corporate
     Unit) who has so notified the Purchase Contract Agent of its intention to
     make a Cash Settlement in accordance with Section 5.02(d)(i) above shall
     pay the Purchase Price to the Collateral Agent for deposit in the
     Collateral Account prior to 5:00 p.m. (New York City time) on the fourth
     Business Day immediately preceding the Purchase Contract Settlement Date,
     in lawful money of the United States by certified or cashiers' check or
     wire transfer, in each case in immediately available funds payable to or
     upon the order of the Securities Intermediary. Any cash so received shall
     be invested promptly by the Securities Intermediary in Permitted
     Investments and paid to the Company on the Purchase Contract Settlement
     Date in settlement of the Purchase Contract in accordance with the terms of
     this Agreement and the Pledge Agreement. Any funds received by the
     Collateral Agent in respect of the investment earnings from the investment
     in such Permitted Investments in excess of

                                       49

<PAGE>

     the Purchase Price for the shares of Common Stock to be purchased by such
     Holder shall be distributed to the Purchase Contract Agent when received
     for payment to the Holder.

          (iii) If a Holder of a Treasury Unit or Corporate Unit (if the
     Treasury Portfolio has replaced the Senior Note as a component of such
     Corporate Unit) fails to notify the Purchase Contract Agent of its
     intention to make a Cash Settlement in accordance with Section 5.02(d)(i),
     or does notify the Purchase Contract Agent as provided in Section
     5.02(d)(i) of its intention to pay the Purchase Price in cash, but fails to
     make such payment as required by Section 5.02(d)(ii), then upon the
     maturity of the Pledged Treasury Securities or the appropriate Applicable
     Ownership Interests (as specified in clause (i) of the definition of such
     term) in the Treasury Portfolio held by the Securities Intermediary on or
     prior to the Business Day immediately preceding the Purchase Contract
     Settlement Date, the principal amount of the Treasury Securities or the
     appropriate Applicable Ownership Interests (as specified in clause (i) of
     the definition of such term) in the Treasury Portfolio received by the
     Collateral Agent shall be invested promptly in Permitted Investments. On
     the Purchase Contract Settlement Date, an amount equal to the Purchase
     Price shall be remitted to the Company as payment of such Holder's
     obligation to pay such Purchase Price under the related Purchase Contracts
     without receiving any instructions from the Holder. In the event the sum of
     the Proceeds from the related Pledged Treasury Securities or appropriate
     Applicable Ownership Interests (as specified in clause (i) of the
     definition of such term) in the Treasury Portfolio and the Proceeds from
     such Permitted Investments is in excess of the aggregate Purchase Price,
     the Collateral Agent shall cause the Securities Intermediary to distribute
     such excess to the Purchase Contract Agent for the benefit of the Holder of
     the related Treasury Units or Corporate Units when received.

     (e)  (i)   Each Holder of a Corporate Unit who intends to effect a Cash
Settlement of the underlying Purchase Contract following a Failed Final
Remarketing shall so notify the Purchase Contract Agent by use of a notice in
substantially the form of Exhibit E hereto prior to 5:00 p.m. (New York City
time) on the second Business Day immediately preceding the Purchase Contract
Settlement Date. Promptly following 5:00 p.m. (New York City time) on the second
Business Day immediately preceding the Purchase Contract Settlement Date, the
Purchase Contract Agent shall notify the Collateral Agent and the Indenture
Trustee of the receipt of such notices from Holders intending to make a Cash
Settlement.

          (ii)  A Holder of a Corporate Unit who has so notified the Purchase
     Contract Agent of its intention to effect a Cash Settlement shall pay the
     Purchase Price to the Collateral Agent for deposit in the Collateral

                                       50

<PAGE>

     Account prior to 5:00 p.m. (New York City time) on the Business Day
     immediately preceding the Purchase Contract Settlement Date, in lawful
     money of the United States by certified or cashiers' check or wire
     transfer, in each case in immediately available funds payable to or upon
     the order of the Securities Intermediary. Any cash so received shall be
     invested promptly by the Securities Intermediary in Permitted Investments
     and paid to the Company on the Purchase Contract Settlement Date in
     settlement of the Purchase Contracts in accordance with the terms of this
     Agreement and the Pledge Agreement. Any funds received by the Securities
     Intermediary in respect of the investment earnings from such Permitted
     Investments in excess of the Purchase Price for the shares of Common Stock
     to be purchased by such Holder shall be distributed to the Purchase
     Contract Agent when received for payment to the Holder.

          (iii) If a Holder of a Corporate Unit does not notify the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with Section 5.02(e)(i) above, or does notify the Purchase Contract Agent
     in accordance with Section 5.02(e)(i) above but fails to make such payment
     as required by Section 5.02(e)(ii) above, such Holder shall be deemed to
     have automatically exercised such Holder's Put Right following a Failed
     Final Remarketing as described in paragraph Section 5.02(c)(iii) above.

     (f)  Promptly after 5:00 p.m. (New York City time) on the fourth Business
Day preceding the Purchase Contract Settlement Date, the Collateral Agent, based
on cash payments received by the Collateral Agent pursuant to Section
5.02(b)(ii) hereof, shall promptly notify the Purchase Contract Agent and the
Indenture Trustee of the aggregate principal amount of Senior Notes to be
tendered for purchase in the Remarketing in a notice pursuant to the terms of
the Pledge Agreement.

     (g)  Promptly after 5:00 p.m. (New York city time) on the Business Day
preceding the Purchase Contract Settlement Date, the Collateral Agent, based on
cash payment received by the Collateral Agent pursuant to Section 5.02(e)(ii)
hereof, shall promptly notify the Purchase Contract Agent and the Indenture
Trustee of the aggregate principal amount of Senior Notes pursuant to which a
Put Right has been automatically exercised pursuant to Section 5.02(c)(iii)
hereof.

     (h)  Any distribution to Holders of any payments described above shall be
payable at the office of the Purchase Contract Agent in New York City maintained
for that purpose or, at the option of the Holder, by check mailed to the address
of the Person entitled thereto at such address as it appears on the Security
Register.

     (i)  Upon Cash Settlement of any Purchase Contract:

                                       51

<PAGE>

          (i)   the Collateral Agent will in accordance with the terms of the
     Pledge Agreement cause the Pledged Senior Notes, the appropriate Applicable
     Ownership Interests (as specified in clause (i) of the definition of such
     term) in the Treasury Portfolio or the Pledged Treasury Securities, as the
     case may be, underlying the relevant Units to be released from the Pledge,
     free and clear of any security interest of the Company, and transferred to
     the Purchase Contract Agent for delivery to the Holder thereof or its
     designee as soon as practicable; and

          (ii)  subject to the receipt thereof, the Purchase Contract Agent
     shall, by book-entry transfer or other appropriate procedures, in
     accordance with written instructions provided by the Holder thereof,
     transfer such Senior Notes, or the appropriate Applicable Ownership
     Interests (as specified in clause (i) of the definition of such term) in
     the Treasury Portfolio or such Treasury Securities, as the case may be (or,
     if no such instructions are given to the Purchase Contract Agent by the
     Holder, the Purchase Contract Agent shall hold such Senior Notes, or the
     appropriate Applicable Ownership Interests (as specified in clause (i) of
     the definition of such term) in the Treasury Portfolio or such Treasury
     Securities, as the case may be, and any interest payment thereon, in the
     name of the Purchase Contract Agent or its nominee in trust for the benefit
     of such Holder until the expiration of the time period specified in the
     abandoned property laws of the relevant state where such property is held).

     (j)  The obligations of the Holders to pay the Purchase Price are
non-recourse obligations and, except to the extent satisfied by Early
Settlement, Cash Merger Early Settlement or Cash Settlement, are payable solely
out of the proceeds of any Collateral pledged to secure the obligations of the
Holders, and in no event will Holders be liable for any deficiency between the
proceeds of the disposition of Collateral and the Purchase Price.

     (k)  The Company shall not be obligated to issue any shares of Common Stock
in respect of a Purchase Contract or deliver any certificates thereof to the
Holder of the related Units unless the Company shall have received payment for
the Common Stock to be purchased thereunder in the manner herein set forth.

     Section 5.03. Issuance Of Shares Of Common Stock. Unless a Termination
Event, an Early Settlement or a Cash Merger Early Settlement shall have
occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date
upon receipt of the aggregate Purchase Price payable on all Outstanding Units,
the Company shall issue and deposit with the Purchase Contract Agent, for the
benefit of the Holders of the Outstanding Units, one or more certificates
representing newly issued shares of Common Stock registered in the name of the
Purchase Contract Agent (or its nominee) as custodian for the Holders (such

                                       52

<PAGE>

certificates for shares of Common Stock, together with any dividends or
distributions for which a record date and payment date for such dividend or
distribution has occurred after the Purchase Contract Settlement Date, being
hereinafter referred to as the "Purchase Contract Settlement Fund") to which the
Holders are entitled hereunder.

     Subject to the foregoing, upon surrender of a Certificate to the Purchase
Contract Agent on or after the Purchase Contract Settlement Date, Early
Settlement Date or Cash Merger Early Settlement Date, as the case may be,
together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive forthwith in exchange
therefor a certificate representing that number of newly issued whole shares of
Common Stock which such Holder is entitled to receive pursuant to the provisions
of this Article 5 (after taking into account all Units then held by such
Holder), together with cash in lieu of fractional shares as provided in Section
5.09 and any dividends or distributions with respect to such shares constituting
part of the Purchase Contract Settlement Fund, but without any interest thereon,
and the Certificate so surrendered shall forthwith be cancelled. Such shares
shall be registered in the name of the Holder or the Holder's designee as
specified in the settlement instructions provided by the Holder to the Purchase
Contract Agent. If any shares of Common Stock issued in respect of a Purchase
Contract are to be registered to a Person other than the Person in whose name
the Certificate evidencing such Purchase Contract is registered (but excluding
any Depositary or nominee thereof), no such registration shall be made unless
the Person requesting such registration has paid any transfer and other taxes
required by reason of such registration in a name other than that of the
registered Holder of the Certificate evidencing such Purchase Contract or has
established to the satisfaction of the Company that such tax either has been
paid or is not payable.

     Section 5.04. Adjustment Of Settlement Rate.

     (a)  Adjustments for Dividends, Distributions, Stock Splits, Etc.

          (i)  In case the Company shall pay or make a dividend or other
     distribution on Common Stock in Common Stock, the Settlement Rate in effect
     at the close of business on the date fixed for the determination of
     shareholders entitled to receive such dividend or other distribution shall
     be increased by dividing such Settlement Rate by a fraction of which:

               (A)  the numerator shall be the number of shares of Common Stock
          outstanding at the close of business on the date fixed for such
          determination; and

                                       53

<PAGE>

               (B) the denominator shall be the sum of such number of shares and
          the total number of shares constituting such dividend or other
          distribution,

     such increase to become effective immediately at the opening of business on
     the day following the date fixed for such determination. For the purposes
     of this paragraph (i), the number of shares of Common Stock at any time
     outstanding shall not include shares held in the treasury of the Company
     but shall include any shares issuable in respect of any scrip certificates
     issued in lieu of fractions of shares of Common Stock. The Company agrees
     that it shall not pay any dividend or make any distribution on shares of
     Common Stock held in the treasury of the Company.

          (ii) In case the Company shall issue rights, warrants or options,
     other than pursuant to any dividend reinvestment plans or share purchase
     plans, to all holders of its Common Stock (not being available on an
     equivalent basis to Holders of the Units upon settlement of the Purchase
     Contracts underlying such Units) entitling them, for a period expiring
     within 45 days after the record date for the determination of shareholders
     entitled to receive such rights, warrants or options, to subscribe for or
     purchase shares of Common Stock at a price per share less than the Current
     Market Price per share of Common Stock on the date of announcement of such
     issuance, the Settlement Rate in effect at the close of business on the
     date of such announcement shall be increased by dividing such Settlement
     Rate by a fraction of which:

               (A) the numerator shall be the number of shares of Common Stock
          outstanding at the close of business on the date of such announcement
          plus the number of shares of Common Stock which the aggregate of the
          offering price of the total number of shares of Common Stock so
          offered for subscription or purchase would purchase at such Current
          Market Price; and

               (B) the denominator shall be the number of shares of Common Stock
          outstanding at the close of business on the date of such announcement
          plus the number of shares of Common Stock so offered for subscription
          or purchase,

     such increase to become effective immediately after the opening of business
     on the Business Day following the date of such announcement. The Company
     agrees that it shall notify the Purchase Contract Agent if any issuance of
     such rights, warrants or options is cancelled or not completed following
     the announcement thereof and the Settlement Rate shall thereupon be
     readjusted to the Settlement Rate in effect immediately

                                       54

<PAGE>

     prior to the date of such announcement. For the purposes of this paragraph
     (ii), the number of shares of Common Stock at any time outstanding shall
     not include shares held in the treasury of the Company but shall include
     any shares issuable in respect of any scrip certificates issued in lieu of
     fractions of shares of Common Stock. The Company agrees that it shall not
     issue any such rights, warrants or options in respect of shares of Common
     Stock held in the treasury of the Company.

          (iii) In case outstanding shares of Common Stock shall be subdivided
     or split into a greater number of shares of Common Stock, the Settlement
     Rate in effect at the close of business on the day preceding the day upon
     which such subdivision or split becomes effective shall be proportionately
     increased, and, conversely, in case outstanding shares of Common Stock
     shall each be combined into a smaller number of shares of Common Stock, the
     Settlement Rate in effect at the close of business on the day preceding the
     day upon which such combination becomes effective shall be proportionately
     reduced, such increase or reduction, as the case may be, to become
     effective immediately at the opening of business on the day following the
     day upon which such subdivision, split or combination becomes effective.

          (iv)  In case the Company shall, by dividend or otherwise, distribute
     to all holders of its Common Stock evidences of its indebtedness or assets
     (including shares of capital stock, securities, cash and property but
     excluding any rights, warrants or options referred to in paragraph (ii) of
     this Section 5.04(a), any dividend or distribution paid exclusively in cash
     and any dividend or distribution referred to in paragraph (i) of this
     Section 5.04(a)), the Settlement Rate in effect at the close of business on
     the date fixed for the determination of shareholders entitled to receive
     such distribution shall be adjusted by dividing such rate by a fraction of
     which:

                (A) the numerator shall be the Current Market Price per share of
          Common Stock on the date fixed for such determination less the then
          fair market value (as reasonably determined by the Board of Directors,
          whose determination shall be conclusive and the basis for which shall
          be described in a Board Resolution) of the portion of the assets or
          evidences of indebtedness so distributed applicable to one share of
          Common Stock; and

                (B) the denominator shall be such Current Market Price per share
          of Common Stock,

                                       55

<PAGE>

     such adjustment to become effective at the opening of business on the day
     following the date fixed for the determination of shareholders entitled to
     receive such distribution. In any case in which this paragraph (iv) is
     applicable, paragraph (ii) of this Section 5.04(a) shall not be applicable.
     In the event that such dividend or distribution is not so paid or made, the
     Settlement Rate shall again be adjusted to be the Settlement Rate which
     would then be in effect if such dividend or distribution had not been
     declared.

          (v)  In case the Company shall, by dividend or otherwise, distribute
     to all holders of its Common Stock cash (excluding any cash that is
     distributed in a Reorganization Event to which Section 5.04(b) applies, as
     part of a distribution referred to in paragraph (iv) of this Section
     5.04(a) or as a regular quarterly cash distribution) in an aggregate amount
     that, combined together with (I) the aggregate amount of any other
     distributions (other than regular quarterly cash distributions) to all
     holders of its Common Stock made exclusively in cash within the 12 months
     preceding the date of payment of such distribution (the "Trailing 12 Month
     Period") and in respect of which no adjustment pursuant to this paragraph
     (v) or paragraph (vi) of this Section has been made and (II) the aggregate
     amount of any cash plus the fair market value (as determined by the Board
     of Directors, whose determination shall be conclusive and described in a
     Board Resolution) of consideration (other than consideration payable in
     respect of any odd-lot tender offer) payable in respect of any tender or
     exchange offer by the Company or any of its subsidiaries and calculated as
     of the expiration of such tender or exchange offer for all or any portion
     of the Common Stock concluded within the Trailing 12 Month Period and in
     respect of which no adjustment pursuant to this paragraph (v) or paragraph
     (vi) of this Section has been made, exceeds 15% of the product of the
     Current Market Price per share of the Common Stock on the date for the
     determination of holders of shares of Common Stock entitled to receive such
     distribution multiplied by the number of shares of Common Stock outstanding
     on such date, then, in such case, the Settlement Rate in effect at the
     close of business on such record date shall be adjusted by dividing such
     rate by a fraction of which:

               (A) the numerator shall be the Current Market Price of Common
          Stock on such record date less the amount of cash so distributed (and
          not excluded as provided above) applicable to one share of Common
          Stock; and

               (B) the denominator shall be the Current Market Price of Common
          Stock,

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<PAGE>

     such increase to be effective at the opening of business on the day
     following the record date; provided, however, that in the event the portion
     of cash so distributed applicable to one share of Common Stock is equal to
     or greater than the Current Market Price per share of Common Stock on the
     record date, in lieu of the foregoing adjustment, adequate provision shall
     be made so that each holder of a Unit shall have the right to receive upon
     settlement of the Units the amount of cash such Holder would have received
     had such Holder settled each Unit on the record date. In the event that
     such dividend or distribution is not so paid or made, the Settlement Rate
     shall again be adjusted to be the Settlement Rate which would then be in
     effect if such dividend or distribution had not been declared.

          (vi) If the Company or any subsidiary of the Company shall make a
     tender or exchange offer (other than any odd-lot tender offer) for all or
     any portion of the Common Stock and upon expiration of such tender or
     exchange offer (as amended upon the expiration thereof) the Company or its
     subsidiary shall be required to pay to shareholders based on the acceptance
     (up to any maximum specified in the terms of the tender or exchange offer)
     of Purchased Shares (as herein defined) any consideration, then if the sum
     of (I) the fair market value of the aggregate consideration to be paid in
     such tender offer or exchange offer (as reasonably determined by the Board
     of Directors, whose determination shall be conclusive and the basis for
     which shall be described in a Board Resolution) plus (II) the aggregate of
     the cash plus the fair market value (as reasonably determined by the Board
     of Directors, whose determination shall be conclusive and the basis for
     which shall be described in a Board Resolution), as of the expiration of
     such tender or exchange offer, of consideration payable in respect of any
     other tender or exchange offer (other than consideration payable in respect
     of any odd-lot tender offer), by the Company or any subsidiary of the
     Company for all or any portion of Common Stock expiring within the 12
     months preceding the expiration of such tender or exchange offer and in
     respect of which no adjustment pursuant to this paragraph (vi) has been
     made, plus (III) the aggregate amount of any distributions (other than
     regular quarterly cash distributions) to all holders of Common Stock made
     exclusively in cash within the 12 months preceding the expiration of such
     tender or exchange offer and in respect of which no adjustment pursuant to
     paragraph (v) has been made, exceeds 15% of the product of the Current
     Market Price per share of Common Stock as of the last time (the "Expiration
     Time") tenders could have been made pursuant to such tender or exchange
     offer (as it may be amended) times the number of shares of Common Stock
     outstanding (including any tendered shares) on the Expiration Time, then,

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<PAGE>

     the Settlement Rate in effect at the close of business on the day of the
     Expiration Time shall be adjusted by dividing by a fraction:

                 (A)  the numerator of which shall be equal to (A) the product
            of (I) the Current Market Price per share of Common Stock on the
            date of the Expiration Time and (II) the number of shares of Common
            Stock outstanding (including any tendered shares) on the date of the
            Expiration Time less (B) the amount of cash plus the fair market
            value (determined as aforesaid) of the aggregate consideration
            payable to shareholders based on the transactions described in
            clauses (I), (II) and (III) above (assuming in the case of clause
            (I) the acceptance, up to any maximum specified in the terms of the
            tender or exchange offer, of Purchased Shares); and

                 (B)  the denominator of which shall be equal to the product of
            (A) the Current Market Price per share of Common Stock as of the
            Expiration Time and (B) the number of shares of Common Stock
            outstanding (including any tendered shares) as of the Expiration
            Time less the number of all shares validly tendered and not
            withdrawn as of the Expiration Time (the shares deemed so accepted,
            up to any such maximum, being referred to as the "Purchased
            Shares"),

     such adjustment to become effective at the opening of business on the date
     following the date of the Expiration Time.

          (vii) The reclassification of Common Stock into securities including
     securities other than Common Stock (other than any reclassification upon a
     Reorganization Event to which Section 5.04(b) applies) shall be deemed to
     involve:

                 (A)  a distribution of such securities other than Common Stock
            to all holders of Common Stock (and the effective date of such
            reclassification shall be deemed to be "the date fixed for the
            determination of shareholders entitled to receive such distribution"
            and the "date fixed for such determination" within the meaning of
            paragraph (iv) of this Section); and

                 (B)  a subdivision, split or combination, as the case may be,
            of the number of shares of Common Stock outstanding immediately
            prior to such reclassification into the number of shares of Common
            Stock outstanding immediately thereafter (and the effective date of
            such reclassification shall be deemed to be "the day upon which such
            subdivision or split becomes effective"

                                       58

<PAGE>

            or "the day upon which such combination becomes effective", as the
            case may be, and "the day upon which such subdivision, split or
            combination becomes effective" within the meaning of paragraph (iii)
            of this Section).

          (viii) The "Current Market Price" per share of Common Stock on any
     date of determination means the average of the daily Closing Prices for the
     five consecutive Trading Days selected by the Company commencing not more
     than thirty (30) Trading Days before and ending not later than the earlier
     of such date of determination and the day before the "ex date" with respect
     to the issuance or distribution requiring such computation. For purposes of
     this paragraph, the term "ex date," when used with respect to any issuance
     or distribution, shall mean the first date on which Common Stock trades
     regular way on such exchange or in such market without the right to receive
     such issuance or distribution.

          (ix)   All adjustments to the Settlement Rate shall be calculated to
     the nearest 1/10,000th of a share of Common Stock (or if there is not a
     nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No
     adjustment in the Settlement Rate shall be required unless such adjustment
     would require an increase or decrease of at least one percent thereof;
     provided, however, that any adjustments which by reason of this
     subparagraph are not required to be made shall be carried forward and taken
     into account in any subsequent adjustment.

          (x)    The Company may, but shall not be required to, make such
     increases in the Settlement Rate, in addition to those required by this
     Section, as the Board of Directors considers to be advisable in order to
     avoid or diminish any income tax to any holders of shares of Common Stock
     resulting from any dividend or distribution of stock or issuance of rights
     or warrants to purchase or subscribe for stock or from any event treated as
     such for income tax purposes or for any other reason.

          (xi)   The Company has entered into a Rights Agreement dated as of
     December 9, 1998 (the "Rights Agreement") with First Chicago Trust Company
     of New York pursuant to which share purchase rights (the "Rights") have
     been, and may in the future be, issued in respect of shares of Common
     Stock. Each share of Common Stock issued upon settlement of any Purchase
     Contract pursuant to this Article 5 shall be entitled to receive the
     appropriate number of Rights, if any, and the certificates representing the
     Common Stock issued upon such settlement shall bear such legends, if any,
     in each case as provided by and subject to the terms of the Rights
     Agreement as in effect at the time of such settlement. If after the date of
     this Agreement the Rights separate from the Common Stock in accordance with
     the provisions of the Rights Agreement so that a Holder

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<PAGE>

     would not be entitled to receive any Rights in respect of the Common Stock
     issuable upon settlement of such Purchase Contract, the Settlement Rate
     will be adjusted as provided in this Section 5.04 on the separation date,
     subject to readjustment in the event of the expiration, termination or
     redemption of the Rights. In lieu of any such adjustment, the Company may
     amend the Rights Agreement to provide that upon settlement Holders will
     receive, in addition to the Common Stock issuable upon such settlement, the
     Rights that would have attached to such shares of Common Stock if the
     Rights had not become separated from the Common Stock pursuant to the
     provisions of the Rights Agreement. If the Company hereafter adopts any
     stockholder rights plan similar to the Rights Agreement, a Holder shall be
     entitled to receive upon settlement of its Purchase Contracts in addition
     to the shares of Common Stock issuable upon settlement the related rights
     for the Common Stock whether or not the rights under the future stockholder
     rights plan have separated from the Common Stock at the time of settlement
     but otherwise subject to the generally applicable terms of such plan and no
     additional adjustment to the Settlement Rate shall be made for the future
     stockholder rights plan under this Section 5.04.

     (b)  Adjustment for Consolidation, Merger or Other Reorganization Event.

             (i)   In the event of:

                     (A) any consolidation or merger of the Company with or into
             another Person (other than a merger or consolidation in which the
             Company is the continuing corporation and in which the shares of
             Common Stock outstanding immediately prior to the merger or
             consolidation are not exchanged for cash, securities or other
             property of the Company or another corporation);

                     (B) any sale, transfer, lease or conveyance to another
             Person of the property of the Company as an entirety or
             substantially as an entirety;

                     (C) any statutory share exchange of the Company with
             another Person (other than in connection with a merger or
             acquisition); or

                     (D) any liquidation, dissolution or termination of the
             Company other than as a result of or after the occurrence of a
             Termination Event (any event described in clauses (A),(B),(C) and
             (D), a "Reorganization Event"),

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<PAGE>

the Settlement Rate will be adjusted to provide that each Holder of Units will
receive on the Purchase Contract Settlement Date with respect to each Purchase
Contract forming a part thereof, the kind and amount of securities, cash and
other property receivable upon such Reorganization Event (without any interest
thereon, and without any right to dividends or distribution thereon which have a
record date that is prior to the Purchase Contract Settlement Date) by a Holder
of the number of shares of Common Stock issuable on account of each Purchase
Contract if the Purchase Contract Settlement Date had occurred immediately prior
to such Reorganization Event, assuming such Holder of Common Stock is not a
Person with which the Company consolidated or into which the Company merged or
which merged into the Company or to which such sale or transfer was made, as the
case may be (any such Person, a "Constituent Person"), or an Affiliate of a
Constituent Person to the extent such Reorganization Event provides for
different treatment of Common Stock held by Affiliates of the Company and
non-affiliates and such Holder failed to exercise its rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon such Reorganization Event (provided that if the kind or amount of
securities, cash and other property receivable upon such Reorganization Event is
not the same for each share of Common Stock held immediately prior to such
Reorganization Event by other than a Constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this Section 5.04(b)(i) the kind
and amount of securities, cash and other property receivable upon such
Reorganization Event by each non-electing share shall be deemed to be the kind
and amount so receivable per share by a plurality of the non-electing shares).

     In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires the assets of the
Company or, in the event of a liquidation, dissolution or termination of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that each Holder of an Outstanding Unit shall have
the rights provided by this Section 5.04(b)(i). Such supplemental agreement
shall provide for adjustments which, for events subsequent to the effective date
of such supplemental agreement, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 5.04. The above
provisions of this Section 5.04 shall similarly apply to successive
Reorganization Events.

          (ii) In the event of a consolidation or merger of the Company with or
     into another Person, or any merger of another Person into the Company
     (other than a merger that does not result in any reclassification,
     conversion, exchange or cancellation of outstanding shares of Common
     Stock), in each case in which 30% or more of the total consideration paid
     to the Company's shareholders consists of cash or cash equivalents (a "Cash
     Merger"), then a Holder of a Unit may settle ("Cash Merger

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<PAGE>

     Early Settlement") its Purchase Contract, upon the conditions set forth
     below, at the Settlement Rate in effect immediately prior to the closing of
     the Cash Merger; provided that (A) the Cash Merger Early Settlement Date
     (as defined below) is no later than the fifth Business Day immediately
     preceding the Purchase Contract Settlement Date and (B) no Cash Merger
     Early Settlement will be permitted pursuant to this Section 5.04(b)(ii)
     unless, at the time such Cash Merger Early Settlement is effected, there is
     an effective Registration Statement with respect to any securities to be
     issued and delivered in connection with such Cash Merger Early Settlement,
     if such a Registration Statement is required (in the view of counsel, which
     need not be in the form of a written opinion, for the Company) under the
     Securities Act. If such a Registration Statement is so required, the
     Company covenants and agrees to use commercially reasonable efforts to (x)
     have in effect a Registration Statement covering any securities to be
     delivered in respect of the Purchase Contracts being settled and (y)
     provide a Prospectus in connection therewith, in each case in a form that
     may be used in connection with such Cash Merger Early Settlement.

          Within five Business Days of the completion of a Cash Merger, the
     Company shall provide written notice to Holders of Units of such completion
     of a Cash Merger, which shall specify the deadline for submitting the
     notice to settle early in cash pursuant to this Section 5.04(b)(ii), the
     date on which such Cash Merger Early Settlement shall occur (which date
     shall be 10 days after the date of such written notice by the Company, but
     which shall in no event be later than the fifth Business Day immediately
     preceding the Purchase Contract Settlement Date) (the "Cash Merger Early
     Settlement Date"), the applicable Settlement Rate and the amount (per share
     of Common Stock) of cash, securities and other consideration receivable by
     the Holder upon settlement. In addition, if a Holder effects a Cash Merger
     Early Settlement of some or all of its Purchase Contracts, such Holder
     shall be entitled to receive, on the Cash Merger Early Settlement Date, the
     aggregate amount of any accrued and unpaid Contract Adjustment Payments
     since the immediately preceding Payment Date with respect to such Purchase
     Contracts. The Company shall pay such amount as a credit against the amount
     otherwise payable by the Holders to effect such Cash Merger Early
     Settlement.

          Corporate Units Holders and Treasury Units Holders may only effect
     Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in
     integral multiples of 20 Corporate Units or Treasury Units, as the case may
     be. If the Treasury Portfolio has replaced the Senior Notes as a component
     of the Corporate Units, Corporate Units Holders may only effect Cash Merger
     Early Settlement pursuant to this Section 5.04(b)(ii) in multiples of
     20,000 Corporate Units. Other than the provisions relating to

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<PAGE>

     timing of notice and settlement, which shall be as set forth above, the
     provisions of Section 5.01(a) shall apply with respect to a Cash Merger
     Early Settlement pursuant to this Section 5.04(b)(ii).

          In order to exercise the right to effect Cash Merger Early Settlement
     with respect to any Purchase Contracts, the Holder of the Certificate
     evidencing Units shall deliver, no later than 5:00 p.m. (New York City
     time) on the third Business Day immediately preceding the Cash Merger Early
     Settlement Date, such Certificate to the Purchase Contract Agent at the
     Corporate Trust Office duly endorsed for transfer to the Company or in
     blank with the form of Election to Settle Early on the reverse thereof duly
     completed and accompanied by payment (payable to the Company in immediately
     available funds) in an amount equal to the product of (A) the Stated Amount
     times (B) the number of Purchase Contracts with respect to which the Holder
     has elected to effect Cash Merger Early Settlement.

          If a Holder properly effects an effective Cash Merger Early Settlement
     in accordance with the provisions of this Section 5.04(b)(ii), the Company
     will deliver (or will cause the Collateral Agent to deliver) to the Holder
     on the Cash Merger Early Settlement Date:

               (A)  the kind and amount of securities, cash and other property
          receivable upon such Cash Merger by a Holder of the number of shares
          of Common Stock issuable on account of each Purchase Contract if the
          Purchase Contract Settlement Date had occurred immediately prior to
          such Cash Merger (based on the Settlement Rate in effect at such
          time), assuming such Holder of Common Stock is not a Constituent
          Person or an Affiliate of a Constituent Person to the extent such Cash
          Merger provides for different treatment of Common Stock held by
          Affiliates of the Company and non-affiliates and such Holder failed to
          exercise its rights of election, if any, as to the kind or amount of
          securities, cash and other property receivable upon such Cash Merger
          (provided that if the kind or amount of securities, cash and other
          property receivable upon such Cash Merger is not the same for each
          non-electing share, then for the purpose of this Section 5.04(b)(ii),
          the kind and amount of securities, cash and other property receivable
          upon such Cash Merger by each non-electing share shall be deemed to be
          the kind and amount so receivable per share by a plurality of the
          non-electing shares). For the avoidance of doubt, for the purposes of
          determining the Adjusted Applicable Market Value (in connection with
          determining the appropriate Settlement Rate to be applied in the
          foregoing sentence), the date

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<PAGE>

            of the closing of the Cash Merger shall be deemed to be the Purchase
            Contract Settlement Date;

                 (B)  the Senior Notes, the Applicable Ownership Interests in
            the Treasury Portfolio or Treasury Securities, as the case may be,
            related to the Purchase Contracts with respect to which the Holder
            is effecting a Cash Merger Early Settlement; and

                 (C)  if so required under the Securities Act, a Prospectus as
            contemplated by this Section 5.04(b)(ii).

     (d)  All calculations and determinations pursuant to this Section 5.04
shall be made by the Company or its agent and the Purchase Contract Agent shall
have no responsibility with respect thereto.

     (e)  The Corporate Units or the Treasury Units of the Holders who do not
elect Cash Merger Early Settlement in accordance with the foregoing will
continue to remain outstanding and be subject to settlement on the Purchase
Contract Settlement Date in accordance with the terms hereof.

     Section 5.05. Notice Of Adjustments And Certain Other Events.

     (a)  Whenever the Settlement Rate is adjusted as herein provided, the
Company shall within 10 Business Days following the occurrence of an event that
requires an adjustment to the Settlement Rate pursuant to Section 5.04 (or if
the Company is not aware of such occurrence, as soon as practicable after
becoming so aware):

            (i)  compute the adjusted Settlement Rate in accordance with
     Section 5.04 and prepare and transmit to the Purchase Contract Agent an
     Officers' Certificate setting forth the Settlement Rate, the method of
     calculation thereof in reasonable detail, and the facts requiring such
     adjustment and upon which such adjustment is based; and

            (ii) provide a written notice to the Holders of the Units of  the
     occurrence of such event and a statement in reasonable detail setting forth
     the method by which the adjustment to the Settlement Rate was determined
     and setting forth the adjusted Settlement Rate.

     (b)  The Purchase Contract Agent shall not at any time be under any duty or
responsibility to any Holder of Units to determine whether any facts exist which
may require any adjustment of the Settlement Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to
the method employed in making the same. The Purchase Contract Agent shall

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<PAGE>

be fully authorized and protected in relying on any Officers' Certificate
delivered pursuant to Section 5.05(a)(i) and any adjustment contained therein
and the Purchase Contract Agent shall not be deemed to have knowledge of any
adjustment unless and until it has received such certificate. The Purchase
Contract Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at the time be issued or delivered with respect to any
Purchase Contract; and the Purchase Contract Agent makes no representation with
respect thereto. The Purchase Contract Agent shall not be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
pursuant to a Purchase Contract or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article.

         Section 5.06.  Termination Event; Notice.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Adjustment Payments (including any accrued and unpaid Contract Adjustment
Payments), if the Company shall have such obligation, and the rights and
obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Purchase Contract Agent or the Company, if, prior to or on the
Purchase Contract Settlement Date, a Termination Event shall have occurred.

         Upon and after the occurrence of a Termination Event, the Units shall
thereafter represent the right to receive the Senior Notes, the Treasury
Securities or the appropriate Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, forming part of such Units, in accordance with
the provisions of Section 5.04 of the Pledge Agreement. Upon the occurrence of a
Termination Event, the Company shall promptly but in no event later than two
Business Days thereafter give written notice to the Purchase Contract Agent, the
Collateral Agent and the Holders, at their addresses as they appear in the
Security Register.

         Section 5.07. Early Settlement. (a) Subject to and upon compliance with
the provisions of this Section 5.07, at the option of the Holder thereof,
Purchase Contracts underlying Units may be settled early ("Early Settlement") at
any time prior to 5:00 p.m. (New York City time) on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date; provided that no
Early Settlement will be permitted pursuant to this Section 5.07 unless, at the
time such Early Settlement is effected, there is an effective Registration
Statement with respect to any securities to be issued and delivered in
connection with such Early Settlement, if such a Registration Statement is
required (in the view of counsel, which need not be in the form of a written
opinion, for the Company) under the Securities Act. If such a Registration
Statement is so required, the Company

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<PAGE>

covenants and agrees to use commercially reasonable efforts to (i) have in
effect a Registration Statement covering any securities to be delivered in
respect of the Purchase Contracts being settled and (ii) provide a Prospectus in
connection therewith, in each case in a form that may be used in connection with
such Early Settlement.

         (b) In order to exercise the right to effect Early Settlement with
respect to any Purchase Contracts, the Holder of the Certificate evidencing
Units shall deliver, at any time prior to 5:00 a.m. (New York City time) on the
fifth Business Day immediately preceding the Purchase Contract Settlement Date,
such Certificate to the Purchase Contract Agent at the Corporate Trust Office
duly endorsed for transfer to the Company or in blank with the form of Election
to Settle Early on the reverse thereof duly completed and accompanied by payment
(payable to the Company in immediately available funds) in an amount (the "Early
Settlement Amount") equal to the sum of:

               (i)  the product of (A) the Stated Amount times (B) the number of
         Purchase Contracts with respect to which the Holder has elected to
         effect Early Settlement, plus

               (ii) if such delivery is made with respect to any Purchase
         Contracts during the period from the close of business on any Record
         Date next preceding any Payment Date to the opening of business on
         such Payment Date, an amount equal to the Contract Adjustment Payments
         payable on such Payment Date with respect to such Purchase Contracts.

         Except as provided in the immediately preceding sentence, no payment
shall be made upon Early Settlement of any Purchase Contract on account of any
Contract Adjustment Payments accrued on such Purchase Contract or on account of
any dividends on the Common Stock issued upon such Early Settlement. If the
foregoing requirements are first satisfied with respect to Purchase Contracts
underlying any Units at or prior to 5:00 p.m. (New York City time) on a Business
Day, such day shall be the "Early Settlement Date" with respect to such Units
and if such requirements are first satisfied after 5:00 p.m. (New York City
time) on a Business Day or on a day that is not a Business Day, the "Early
Settlement Date" with respect to such Units shall be the next succeeding
Business Day.

         Upon the receipt of such Certificate and Early Settlement Amount from
the Holder, the Purchase Contract Agent shall pay to the Company such Early
Settlement Amount, the receipt of which payment the Company shall confirm in
writing. The Purchase Contract Agent shall then, in accordance with Section 5.06
of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has
elected to effect an Early Settlement, which notice shall set forth the number
of such Purchase Contracts as to which such Holder has elected to effect Early
Settlement, (B) the Purchase Contract Agent has received from such Holder, and

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<PAGE>

paid to the Company as confirmed in writing by the Company, the related Early
Settlement Amount and (C) all conditions to such Early Settlement have been
satisfied.

         Holders of Treasury Units may only effect Early Settlement pursuant to
this Section 5.07 in integral multiples of 20 Treasury Units. If the Treasury
Portfolio has replaced the Senior Notes as a component of the Corporate Units,
Corporate Units Holders may only effect Early Settlement pursuant to this
Section 5.07 in integral multiples of 20,000 Corporate Units.

         Upon Early Settlement of the Purchase Contracts, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Adjustment Payments (including any accrued and unpaid Contract Adjustment
Payments) with respect to such Purchase Contracts shall immediately and
automatically terminate.

         (c) Upon Early Settlement of Purchase Contracts by a Holder of the
related Units, the Company shall issue, and the Holder shall be entitled to
receive, 1.4011 shares of Common Stock on account of each Purchase Contract as
to which Early Settlement is effected (the "Early Settlement Rate"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted pursuant to Section 5.04.

         (d) No later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause:

               (i)  the shares of Common Stock issuable upon Early Settlement of
         Purchase Contracts to be issued and delivered, together with payment
         in lieu of any fraction of a share, as provided in Section 5.09; and

               (ii) the related Senior Notes or the Applicable Ownership
         Interests in the Treasury Portfolio, as applicable, in the case of
         Corporate Units, or the related Treasury Securities, in the case of
         Treasury Units, to be released from the Pledge by the Collateral Agent
         and transferred, in each case, to the Purchase Contract Agent for
         delivery to the Holder thereof or its designee.

         (e) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Senior Notes, the
Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities,
as the case may be, from the Securities Intermediary, as applicable, the
Purchase Contract Agent shall, in accordance with the instructions provided by
the Holder thereof on the applicable form of Election to Settle Early on the
reverse of the Certificate evidencing the related Units:

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<PAGE>

               (i)   transfer to the Holder the Senior Notes, the Applicable
         Ownership Interests in the Treasury Portfolio or Treasury Securities,
         as the case may be, forming a part of such Units,

               (ii)  deliver to the Holder a certificate or certificates for the
         full number of shares of Common Stock issuable upon such Early
         Settlement, together with payment in lieu of any fraction of a share,
         as provided in Section 5.09, and

               (iii) if so required under the Securities Act, deliver a
         Prospectus for the shares of Common Stock issuable upon such Early
         Settlement as contemplated by Section 5.07(a).

         (f) In the event that Early Settlement is effected with respect to
Purchase Contracts underlying less than all the Units evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the
Purchase Contract Agent shall execute on behalf of the Holder, authenticate and
deliver to the Holder thereof, at the expense of the Company, a Certificate
evidencing the Units as to which Early Settlement was not effected.

         (g) A Holder of a Unit who effects Early Settlement may elect to have
the Senior Notes no longer a part of a Corporate Unit remarketed in accordance
with the provisions of Section 5.02.

         Section 5.08.  Intentionally Omitted.

         Section 5.09.  No Fractional Shares.

         No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date, or upon Early Settlement or Cash Merger Early Settlement of any
Purchase Contracts. If Certificates evidencing more than one Purchase Contract
shall be surrendered for settlement at one time by the same Holder, the number
of full shares of Common Stock which shall be delivered upon settlement shall be
computed on the basis of the aggregate number of Purchase Contracts evidenced by
the Certificates so surrendered. Instead of any fractional share of Common Stock
which would otherwise be deliverable upon settlement of any Purchase Contracts
on the Purchase Contract Settlement Date, or upon Early Settlement or Cash
Merger Early Settlement, the Company, through the Purchase Contract Agent, shall
make a cash payment in respect of such fractional interest in an amount equal to
the percentage of such fractional share times the Applicable Market Value
calculated as if the date of such settlement were the Purchase Contract
Settlement Date. The Company shall provide the Purchase Contract Agent from time
to time with sufficient funds to permit the Purchase Contract

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<PAGE>

Agent to make all cash payments required by this Section 5.09 in a timely
manner.

         Section 5.10.  Charges And Taxes.

         The Company will pay all stock transfer and similar taxes attributable
to the initial issuance and delivery of the shares of Common Stock pursuant to
the Purchase Contracts; provided, however, that the Company shall not be
required to pay any such tax or taxes which may be payable in respect of any
exchange of or substitution for a Certificate evidencing a Unit or any issuance
of a share of Common Stock in a name other than that of the registered Holder of
a Certificate surrendered in respect of the Units evidenced thereby, other than
in the name of the Purchase Contract Agent, as custodian for such Holder, and
the Company shall not be required to issue or deliver such share certificates or
Certificates unless or until the Person or Persons requesting the transfer or
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         Section 5.11.  Contract Adjustment Payments.

         (a) Subject to Section 5.11(d), the Company shall pay, on each Payment
Date, the Contract Adjustment Payments payable in respect of each Purchase
Contract to the Person in whose name a Certificate is registered at the close of
business on the Record Date relating to such Payment Date. The Contract
Adjustment Payments will be payable at the office of the Purchase Contract Agent
in Borough of Manhattan, New York City maintained for that purpose. If the
book-entry system for the Units has been terminated, the Contract Adjustment
Payments will be payable, at the option of the Company, by check mailed to the
address of the Person entitled thereto at such Person's address as it appears on
the Security Register, or by wire transfer to the account designated by such
Person by a prior written notice to the Purchase Contract Agent. If any date on
which Contract Adjustment Payments are to be made is not a Business Day, then
payment of the Contract Adjustment Payments payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest in
respect of any such delay); provided that if such Business Day is in the next
succeeding calendar year, then payment of the Contract Adjustment Payments will
be made on the Business Day immediately preceding such Business Day. Contract
Adjustment Payments payable for any period will be computed on the basis of a
360-day year of twelve 30-day months. The Contract Adjustment Payments will
accrue from December 17, 2002.

         (b) Upon the occurrence of a Termination Event, the Company's
obligation to pay future Contract Adjustment Payments (including any accrued
Contract Adjustment Payments) shall cease.

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         (c) Each Certificate delivered under this Agreement upon registration
of transfer of or in exchange for or in lieu of (including as a result of a
Collateral Substitution or the recreation of Corporate Units) any other
Certificate shall carry the right to accrued and unpaid Contract Adjustment
Payments, which right was carried by the Purchase Contracts underlying such
other Certificates.

         (d) In the case of any Unit with respect to which Early Settlement or
Cash Merger Early Settlement of the underlying Purchase Contract is effected on
a date that is after any Record Date and prior to or on the next succeeding
Payment Date, Contract Adjustment Payments otherwise payable on such Payment
Date shall be payable on such Payment Date notwithstanding such Early Settlement
or Cash Merger Early Settlement, and such Contract Adjustment Payments shall be
paid to the Person in whose name the Certificate evidencing such Unit is
registered at the close of business on such Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, and the right to
receive accrued and unpaid Contract Adjustment Payments as set forth in Section
5.04(b)(ii), in the case of any Unit with respect to which Early Settlement or
Cash Merger Early Settlement of the underlying Purchase Contract is effected,
Contract Adjustment Payments that would otherwise be payable after the Early
Settlement or Cash Merger Early Settlement Date with respect to such Purchase
Contract shall not be payable.

         (e) The Company's obligations with respect to Contract Adjustment
Payments, if any, will be subordinated and junior in right of payment to the
Company's obligations under any Senior Indebtedness.

         (f) In the event (x) of any payment by, or distribution of assets of,
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution, winding-up, liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, or (y) subject to the provisions of Section
5.11(h) below, that (i) a default shall have occurred and be continuing with
respect to the payment of principal, interest or any other monetary amounts due
and payable on any Senior Indebtedness and such default shall have continued
beyond the period of grace, if any, specified in the instrument evidencing such
Senior Indebtedness (and the Purchase Contract Agent shall have received written
notice thereof from the Company or one or more holders of Senior Indebtedness or
their representative or representatives or the trustee or trustees under any
indenture pursuant to which any such Senior Indebtedness may have been issued),
or (ii) the maturity of any Senior Indebtedness shall have been accelerated
because of a default in respect of such Senior Indebtedness (and the Purchase
Contract Agent shall have received written notice thereof from the Company or
one or more holders of Senior Indebtedness or their representative or
representatives or the trustee or trustees under any indenture pursuant to which
any such Senior Indebtedness may have been issued), then:

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               (i)  the holders of all Senior Indebtedness shall first be
         entitled to receive, in the case of clause (x) above, payment of all
         amounts due or to become due upon all Senior Indebtedness and, in the
         case of subclauses (i) and (ii) of clause (y) above, payment of all
         amounts due thereon, or provision shall be made for such payment in
         money or money's worth, before the Holders of any of the Units are
         entitled to receive any Contract Adjustment Payments on the Purchase
         Contracts underlying the Units;

               (ii) any payment by, or distribution of assets of, the Company of
         any kind or character, whether in cash, property or securities, to
         which the Holders of any of the Units would be entitled except for the
         provisions of Section 5.11(e) through (q), including any such payment
         or distribution which may be payable or deliverable by reason of the
         payment of any other indebtedness of the Company being subordinated to
         the payment of such Contract Adjustment Payments on the Purchase
         Contracts underlying the Units, shall be paid or delivered by the
         Person making such payment or distribution, whether a trustee in
         bankruptcy, a receiver or liquidating trustee or otherwise, directly
         to the representative or representatives of the holders of Senior
         Indebtedness or to the trustee or trustees under any indenture under
         which any instruments evidencing any of such Senior Indebtedness may
         have been issued, ratably according to the aggregate amounts remaining
         unpaid on account of such Senior Indebtedness held or represented by
         each, to the extent necessary to make payment in full of all Senior
         Indebtedness remaining unpaid after giving effect to any concurrent
         payment or distribution (or provision therefor) to the holders of such
         Senior Indebtedness, before any payment or distribution is made of
         such Contract Adjustment Payments to the Holders of such Units; and

               (iii) in the event that, notwithstanding the foregoing, any
         payment by, or distribution of assets of, the Company of any kind or
         character, whether in cash, property or securities, including any such
         payment or distribution which may be payable or deliverable by reason
         of the payment of any other indebtedness of the Company being
         subordinated to the payment of Contract Adjustment Payments on the
         Purchase Contracts underlying the Units, shall be received by the
         Purchase Contract Agent or the Holders of any of the Units when such
         payment or distribution is prohibited pursuant to Section 5.11(e)
         through (q), such payment or distribution shall be paid over to the
         representative or representatives of the holders of Senior
         Indebtedness or to the trustee or trustees under any indenture
         pursuant to which any instruments evidencing any such Senior
         Indebtedness may have been issued, ratably as aforesaid, for
         application to the payment of all Senior Indebtedness remaining unpaid
         until all such Senior Indebtedness shall have been paid in full, after
         giving effect to any concurrent payment or distribution (or provision
         therefor) to the holders of such Senior Indebtedness.

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     (g) For purposes of Section 5.11(e) through (q), the words "cash, property
or securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other Person
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in Section 5.11(e) through (q)
with respect to such Contract Adjustment Payments on the Units to the payment of
all Senior Indebtedness which may at the time be outstanding; provided that (i)
the indebtedness or guarantee of indebtedness, as the case may be, that
constitutes Senior Indebtedness is assumed by the Person, if any, resulting from
any such reorganization or readjustment, and (ii) the rights of the holders of
the Senior Indebtedness are not, without the consent of each such holder
adversely affected thereby, altered by such reorganization or readjustment;

     (h) Any failure by the Company to make any payment on or perform any other
obligation under Senior Indebtedness, other than any indebtedness incurred by
the Company or assumed or guaranteed, directly or indirectly, by the Company for
money borrowed (or any deferral, renewal, extension or refunding thereof) or any
indebtedness or obligation as to which the provisions of Section 5.11(e) through
(q) shall have been waived by the Company in the instrument or instruments by
which the Company incurred, assumed, guaranteed or otherwise created such
indebtedness or obligation, shall not be deemed a default or event of default if
(i) the Company shall be disputing its obligation to make such payment or
perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company which is in full force and
effect and is not subject to further review, including a judgment that has
become final by reason of the expiration of the time within which a party may
seek further appeal or review, and (B) in the event a judgment that is subject
to further review or appeal has been issued, the Company shall in good faith be
prosecuting an appeal or other proceeding for review and a stay of execution
shall have been obtained pending such appeal or review.

     (i) Subject to the irrevocable payment in full of all Senior Indebtedness,
the Holders of the Units shall be subrogated (equally and ratably with the
holders of all obligations of the Company which by their express terms are
subordinated to Senior Indebtedness of the Company to the same extent as payment
of the Contract Adjustment Payments in respect of the Purchase Contracts
underlying the Units is subordinated and which are entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until all such Contract Adjustment
Payments owing on the Units shall be paid in full, and as between the Company,
its creditors other than holders of such Senior Indebtedness and the Holders, no
such payment or distribution made to the holders of Senior Indebtedness by
virtue of Section 5.11(e) through (q) that otherwise would have been made to the
Holders shall be deemed to be a payment by the Company on account of such Senior
Indebtedness,

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it being understood that the provisions of Section 5.11(e) through (q) are and
are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of Senior Indebtedness, on the other
hand.

     (j) Nothing contained in Section 5.11(e) through (q) or elsewhere in this
Agreement or in the Units is intended to or shall impair, as among the Company,
its creditors other than the holders of Senior Indebtedness and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders such Contract Adjustment Payments on the Units as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Purchase Contract Agent or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Agreement, subject to the rights, if any, under Section 5.11(e) through (q), of
the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy.

     (k) Upon payment or distribution of assets of the Company referred to in
Section 5.11(e) through (q), the Purchase Contract Agent and the Holders shall
be entitled to rely upon any order or decree made by any court of competent
jurisdiction in which any such dissolution, winding up, liquidation or
reorganization proceeding affecting the affairs of the Company is pending or
upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors, liquidating trustee or Purchase Contract Agent or other
person making any payment or distribution, delivered to the Purchase Contract
Agent or to the Holders, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to these Section 5.11(e) through (q).

     (l) The Purchase Contract Agent shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of
Senior Indebtedness (or a trustee or representative on behalf of such holder) to
establish that such notice has been given by a holder of Senior Indebtedness or
a trustee or representative on behalf of any such holder or holders. In the
event that the Purchase Contract Agent determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
Section 5.11(e) through (q), the Purchase Contract Agent may request such Person
to furnish evidence to the reasonable satisfaction of the Purchase Contract
Agent as to the amount of Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under Section 5.11(e)
through (q), and, if such

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evidence is not furnished, the Purchase Contract Agent may defer payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

     (m) Nothing contained in Section 5.11(e) through (q) shall affect the
obligations of the Company to make, or prevent the Company from making, payment
of the Contract Adjustment Payments, except as otherwise provided in these
Section 5.11(e) through (q).

     (n) Each Holder of Units, by its acceptance thereof, authorizes and directs
the Purchase Contract Agent on its behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in Section
5.11(e) through (q) and appoints the Purchase Contract Agent its
attorney-in-fact, as the case may be, for any and all such purposes.

     (o) The Company shall give prompt written notice to the Purchase Contract
Agent of any fact known to the Company that would prohibit the making of any
payment of moneys to or by the Purchase Contract Agent in respect of the Units
pursuant to the provisions of this Section. Notwithstanding the provisions of
Section 5.11(e) through (q) or any other provisions of this Agreement, the
Purchase Contract Agent shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of moneys to or by the
Purchase Contract Agent, or the taking of any other action by the Purchase
Contract Agent, unless and until the Purchase Contract Agent shall have received
written notice thereof mailed or delivered to the Purchase Contract Agent at its
Institutional Trust Services department from the Company, any Holder, or the
holder or representative of any Senior Indebtedness; provided that if at least
two Business Days prior to the date upon which by the terms hereof any such
moneys may become payable for any purpose, the Purchase Contract Agent shall not
have received with respect to such moneys the notice provided for in this
Section, then, anything herein contained to the contrary notwithstanding, the
Purchase Contract Agent shall have full power and authority to receive such
moneys and to apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to or on or after such date.

     (p) The Purchase Contract Agent in its individual capacity shall be
entitled to all the rights set forth in this Section with respect to any Senior
Indebtedness at the time held by it, to the same extent as any other holder of
Senior Indebtedness and nothing in this Agreement shall deprive the Purchase
Contract Agent of any of its rights as such holder.

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     (q) No right of any present or future holder of any Senior Indebtedness to
enforce the subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Agreement, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with.

     (r) Nothing in this Section 5.11 shall apply to claims of, or payments to,
the Purchase Contract Agent under or pursuant to Section 7.07.

     (s) With respect to the holders of Senior Indebtedness, (i) the duties and
obligations of the Purchase Contract Agent shall be determined solely by the
express provisions of this Agreement; (ii) the Purchase Contract Agent shall not
be liable to any such holders if it shall, acting in good faith, mistakenly pay
over or distribute to the Holders or to the Company or any other Person cash,
property or securities to which any holders of Senior Indebtedness shall be
entitled by virtue of this Section 5.11 or otherwise; (iii) no implied covenants
or obligations shall be read into this Agreement against the Purchase Contract
Agent; and (iv) the Purchase Contract Agent shall not be deemed to be a
fiduciary as to such holders.

                                   ARTICLE 6
                                    Remedies

     Section 6.01.  Unconditional Right Of Holders To Receive Contract
Adjustment Payments And To Purchase Shares Of Common Stock.

     Each Holder of a Unit shall have the right, which is absolute and
unconditional, (i) subject to Article 5, to receive each Contract Adjustment
Payment with respect to the Purchase Contract comprising part of such Unit on
the respective Payment Date for such Unit and (ii) except upon and following a
Termination Event, to purchase shares of Common Stock pursuant to such Purchase
Contract and, in each such case, to institute suit for the enforcement of any
such right to receive Contract Adjustment Payments and the right to purchase
shares of Common Stock, and such rights shall not be impaired without the
consent of such Holder.

     Section 6.02.  Restoration Of Rights And Remedies.

     If any Holder has instituted any proceeding to enforce any right or remedy
under this Agreement and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to such Holder, then and in every
such case, subject to any determination in such proceeding, the Company and such
Holder shall be restored severally and respectively to their former

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positions hereunder, and thereafter all rights and remedies of such Holder shall
continue as though no such proceeding had been instituted.

     Section 6.03.  Rights And Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Certificates in the last paragraph of
Section 3.10, no right or remedy herein conferred upon or reserved to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     Section 6.04.  Delay Or Omission Not Waiver.

     No delay or omission of any Holder to exercise any right upon a default or
remedy upon a default shall impair any such right or remedy or constitute a
waiver of any such right. Every right and remedy given by this Article or by law
to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

     Section 6.05.  Undertaking For Costs.

     All parties to this Agreement agree, and each Holder of a Unit, by its
acceptance of such Unit shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Agreement, or in any suit against the Purchase Contract Agent for any
action taken, suffered or omitted by it as Purchase Contract Agent, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and costs against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this
Section shall not apply to any suit instituted by the Purchase Contract Agent,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding Units, or to any suit instituted by
any Holder for the enforcement of interest on any Senior Notes or Contract
Adjustment Payments on or after the respective Payment Date therefor in respect
of any Unit held by such Holder, or for enforcement of the right to purchase
shares of Common Stock under the Purchase Contracts constituting part of any
Unit held by such Holder.

     Section 6.06.  Waiver Of Stay Or Extension Laws.

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     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Purchase Contract Agent or the Holders, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

                                   ARTICLE 7
                           The Purchase Contract Agent

     Section 7.01.  Certain Duties And Responsibilities.

     (a) The Purchase Contract Agent:

          (i)  undertakes to perform, with respect to the Units, such duties and
     only such duties as are specifically set forth in this Agreement, the
     Pledge Agreement and the Remarketing Agreement and no implied covenants or
     obligations shall be read into this Agreement, the Pledge Agreement or the
     Remarketing Agreement against the Purchase Contract Agent; and

          (ii) in the absence of bad faith or gross negligence on its part, may,
     with respect to the Units, conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed therein, upon
     certificates or opinions furnished to the Purchase Contract Agent and
     conforming to the requirements of this Agreement or the Pledge Agreement or
     the Remarketing Agreement, as applicable, but in the case of any
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Purchase Contract Agent, the Purchase
     Contract Agent shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Agreement, the
     Pledge Agreement or the Remarketing Agreement, as applicable (but need not
     confirm or investigate the accuracy of the mathematical calculations or
     other facts stated therein).

     (b) No provision of this Agreement, the Pledge Agreement or the Remarketing
Agreement shall be construed to relieve the Purchase Contract Agent from
liability for its own grossly negligent action, its own grossly negligent
failure to act, or its own willful misconduct, except that:

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          (i)   this Subsection shall not be construed to limit the effect of
     subsection (a) of this Section;

          (ii)  the Purchase Contract Agent shall not be liable for any error of
     judgment made in good faith by a Responsible Officer, unless it shall be
     conclusively determined by a court of competent jurisdiction that the
     Purchase Contract Agent was grossly negligent in ascertaining the pertinent
     facts; and

          (iii) no provision of this Agreement or the Pledge Agreement or the
     Remarketing Agreement shall require the Purchase Contract Agent to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

     (c) Whether or not therein expressly so provided, every provision of this
Agreement, the Pledge Agreement and the Remarketing Agreement relating to the
conduct or affecting the liability of or affording protection to the Purchase
Contract Agent shall be subject to the provisions of this Section.

     (d) The Purchase Contract Agent is authorized to execute and deliver the
Pledge Agreement and the Remarketing Agreement in its capacity as Purchase
Contract Agent.

     Section 7.02.  Notice Of Default.

     Within 30 days after the occurrence of any default by the Company hereunder
of which a Responsible Officer of the Purchase Contract Agent has actual
knowledge, the Purchase Contract Agent shall transmit by mail to the Company and
the Holders of Units, as their names and addresses appear in the Security
Register, notice of such default hereunder, unless such default shall have been
cured or waived.

     Section 7.03.  Certain Rights Of Purchase Contract Agent.

     Subject to the provisions of Section 7.01:

     (a) the Purchase Contract Agent may, in the absence of bad faith,
conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, Senior Note, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

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     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

     (c) whenever in the administration of this Agreement or the Pledge
Agreement or the Remarketing Agreement the Purchase Contract Agent shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting to take any action hereunder, the Purchase Contract Agent (unless other
evidence be herein specifically prescribed in this Agreement) may, in the
absence of bad faith on its part, conclusively rely upon an Officers'
Certificate of the Company;

     (d) the Purchase Contract Agent may consult with counsel of its selection
appointed with due care by it hereunder and the advice of such counsel or any
Opinion of Counsel 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;

     (e) the Purchase Contract Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Purchase Contract Agent, in its discretion, may make
reasonable further inquiry or investigation into such facts or matters related
to the execution, delivery and performance of the Purchase Contracts as it may
see fit, and, if the Purchase Contract Agent shall determine to make such
further inquiry or investigation, it shall be entitled to examine the relevant
books, records and premises of the Company, personally or by agent or attorney;

     (f) the Purchase Contract Agent may execute any of the powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
custodians or nominees or an Affiliate and the Purchase Contract Agent shall not
be responsible for any misconduct or negligence on the part of any agent,
attorney, custodian or nominee or an Affiliate appointed with due care by it
hereunder;

     (g) the Purchase Contract Agent shall be under no obligation to exercise
any of the rights or powers vested in it by this Agreement at the request or
direction of any of the Holders pursuant to this Agreement, unless such Holders
shall have offered to the Purchase Contract Agent security or indemnity
satisfactory to the Purchase Contract Agent against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

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     (h) the Purchase Contract Agent shall not be liable for any action taken,
suffered, or omitted to be taken by it in the absence of bad faith or gross
negligence by it;

     (i) the Purchase Contract Agent shall not be deemed to have notice of any
default hereunder unless a Responsible Officer of the Purchase Contract Agent
has actual knowledge thereof or unless written notice of any event which is in
fact such a default is received by the Purchase Contract Agent at the Corporate
Trust Office of the Purchase Contract Agent, and such notice references the
Units and this Agreement;

     (j) the Purchase Contract Agent may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Agreement, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded;

     (k) the rights, privileges, protections, immunities and benefits given to
the Purchase Contract Agent, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Purchase Contract
Agent in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder; and

     (l) The Purchase Contract Agent shall not be required to initiate or
conduct any litigation or collection proceedings hereunder and shall have no
responsibilities with respect to any default hereunder except as expressly set
forth herein.

     Section 7.04.  Not Responsible For Recitals Or Issuance Of Units.

     The recitals contained herein, in the Pledge Agreement, the Remarketing
Agreement and in the Certificates shall be taken as the statements of the
Company, and the Purchase Contract Agent assumes no responsibility for their
accuracy or validity. The Purchase Contract Agent makes no representations as to
the validity or sufficiency of either this Agreement or of the Units, or of the
Pledge Agreement or the Pledge or the Collateral and shall have no
responsibility for perfecting or maintaining the perfection of any security
interest in the Collateral. The Purchase Contract Agent shall not be accountable
for the use or application by the Company of the proceeds in respect of the
Purchase Contracts.

     Section 7.05.  May Hold Units.

     Any Security Registrar or any other agent of the Company, or the Purchase
Contract Agent and its Affiliates, in their individual or any other

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capacity, may become the owner or pledgee of Units and may otherwise deal with
the Company, the Collateral Agent or any other Person with the same rights it
would have if it were not Security Registrar or such other agent, or the
Purchase Contract Agent. The Company may become the owner or pledgee of Units.

     Section 7.06.  Money Held In Custody.

     Money held by the Purchase Contract Agent in custody hereunder need not be
segregated from the Purchase Contract Agent's other funds except to the extent
required by law or provided herein. The Purchase Contract Agent shall be under
no obligation to invest or pay interest on any money received by it hereunder
except as otherwise provided hereunder or agreed in writing with the Company.

     Section 7.07.  Compensation And Reimbursement.

     The Company agrees:

     (a) to pay to the Purchase Contract Agent compensation for all services
rendered by it hereunder, under the Pledge Agreement and under the Remarketing
Agreement as the Company and the Purchase Contract Agent shall from time to time
agree in writing;

     (b) except as otherwise expressly provided for herein, to reimburse the
Purchase Contract Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Purchase Contract Agent in
accordance with any provision of this Agreement, the Pledge Agreement and the
Remarketing Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel) in connection with the negotiation,
preparation, execution and delivery and performance of this Agreement, the
Pledge Agreement and the Remarketing Agreement and any modification, supplement
or waiver of any of the terms thereof, except any such expense, disbursement or
advance as may be attributable to its gross negligence, willful misconduct or
bad faith; and

     (c) to indemnify the Purchase Contract Agent and any predecessor Purchase
Contract Agent (and each of its directors, officers, agents and employees
(collectively, the "Indemnitees") for, and to hold it harmless against, any
loss, claim, damage, fine, penalty, liability or expense (including reasonable
fees and expenses of counsel) incurred without gross negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of its duties hereunder and under the Pledge
Agreement and the Remarketing Agreement, including the Indemnitees' reasonable
costs and expenses of defending themselves against any claim (whether asserted
by the Company, a Holder or any other person) or liability in connection with
the

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exercise or performance of any of the Purchase Contract Agent's powers or duties
hereunder or thereunder.

     The provisions of this Section shall survive the resignation and removal of
the Purchase Contract Agent and the termination of this Agreement.

     Section 7.08.  Corporate Purchase Contract Agent Required, Eligibility.

     There shall at all times be a Purchase Contract Agent hereunder which shall
be a Person organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having (or being a member of a bank
holding company having) a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State authority and having a
corporate trust office in the Borough of Manhattan, New York City, if there be
such a Person in the Borough of Manhattan, New York City, qualified and eligible
under this Article and willing to act on reasonable terms. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person 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 Purchase Contract Agent shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

     Section 7.09.  Resignation And Removal; Appointment Of Successor.

     (a) No resignation or removal of the Purchase Contract Agent and no
appointment of a successor Purchase Contract Agent pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Purchase Contract Agent in accordance with the applicable requirements of
Section 7.10.

     (b) The Purchase Contract Agent may resign at any time by giving written
notice thereof to the Company 60 days prior to the effective date of such
resignation. If the instrument of acceptance by a successor Purchase Contract
Agent required by Section 7.10 shall not have been delivered to the Purchase
Contract Agent within 30 days after the giving of such notice of resignation,
the resigning Purchase Contract Agent may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Purchase Contract Agent.

     (c) The Purchase Contract Agent may be removed at any time by Act of the
Holders of a majority in number of the Outstanding Units delivered to the
Purchase Contract Agent and the Company. If the instrument of acceptance by a
successor Purchase Contract Agent required by Section 7.10 shall not have been

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delivered to the Purchase Contract Agent within 30 days after such Act, the
Purchase Contract Agent being removed may petition any court of competent
jurisdiction for the appointment of a successor Purchase Contract Agent.

     (d) If at any time:

          (i)   the Purchase Contract Agent fails to comply with Section 310(b)
     of the TIA, as if the Purchase Contract Agent were an indenture trustee
     under an indenture qualified under the TIA, and shall fail to resign after
     written request therefor by the Company or by any Holder who has been a
     bona fide Holder of a Unit for at least six months;

          (ii)  the Purchase Contract Agent shall cease to be eligible under
     Section 7.08 and shall fail to resign after written request therefor by the
     Company or by any such Holder; or

          (iii) the Purchase Contract Agent shall become incapable of acting or
     shall be adjudged a bankrupt or insolvent or a receiver of the Purchase
     Contract Agent or of its property shall be appointed or any public officer
     shall take charge or control of the Purchase Contract Agent or of its
     property or affairs for the purpose of rehabilitation, conservation or
     liquidation,

     then, in any such case, (i) the Company by a Board Resolution may remove
     the Purchase Contract Agent, or (ii) any Holder who has been a bona fide
     Holder of a Unit for at least six months may, on behalf of himself and all
     others similarly situated, petition any court of competent jurisdiction for
     the removal of the Purchase Contract Agent and the appointment of a
     successor Purchase Contract Agent.

     (e) If the Purchase Contract Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Purchase
Contract Agent for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Purchase Contract Agent and shall comply with the applicable
requirements of Section 7.10. If no successor Purchase Contract Agent shall have
been so appointed by the Company and accepted appointment in the manner required
by Section 7.10, any Holder who has been a bona fide Holder of a Unit for at
least six months, on behalf of itself and all others similarly situated, or the
Purchase Contract Agent may petition at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Purchase Contract
Agent.

     (f) The Company shall give, or shall cause such successor Purchase Contract
Agent to give, notice of each resignation and each removal of the Purchase
Contract Agent and each appointment of a successor Purchase Contract

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Agent by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the applicable
Security Register. Each notice shall include the name of the successor Purchase
Contract Agent and the address of its Corporate Trust Office.

     Section 7.10.  Acceptance Of Appointment By Successor.

     (a) In case of the appointment hereunder of a successor Purchase Contract
Agent, every such successor Purchase Contract Agent so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Purchase Contract
Agent an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Purchase Contract Agent shall become effective and such
successor Purchase Contract Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, agencies and duties of the
retiring Purchase Contract Agent; but, on the request of the Company or the
successor Purchase Contract Agent, such retiring Purchase Contract Agent shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Purchase Contract Agent all the rights, powers and trusts of the
retiring Purchase Contract Agent and duly assign, transfer and deliver to such
successor Purchase Contract Agent all property and money held by such retiring
Purchase Contract Agent hereunder.

     (b) Upon request of any such successor Purchase Contract Agent, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Purchase Contract Agent all such rights, powers
and agencies referred to in (a) of this Section.

     (c) No successor Purchase Contract Agent shall accept its appointment
unless at the time of such acceptance such successor Purchase Contract Agent
shall be qualified and eligible under this Article.

     Section 7.11.  Merger, Conversion, Consolidation Or Succession To Business.

     Any Person into which the Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Purchase Contract Agent shall
be a party, or any Person succeeding to all or substantially all the corporate
trust business of the Purchase Contract Agent, shall be the successor of the
Purchase Contract Agent hereunder, provided that such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Certificates shall have been authenticated and executed on behalf of the
Holders, but not delivered, by the Purchase Contract Agent then in office, any
successor by merger, conversion or consolidation to such Purchase Contract Agent
may adopt such

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     authentication and execution and deliver the Certificates so authenticated
     and executed with the same effect as if such successor Purchase Contract
     Agent had itself authenticated and executed such Units.

     Section 7.12. Preservation Of Information; Communications To Holders.

     (a) The Purchase Contract Agent shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders received by the
Purchase Contract Agent in its capacity as Security Registrar.

     (b) If three or more Holders (herein referred to as "Applicants") apply in
writing to the Purchase Contract Agent, and furnish to the Purchase Contract
Agent reasonable proof that each such applicant has owned a Unit for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Agreement or under the Units and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Purchase Contract Agent shall mail to all the Holders
copies of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Purchase Contract
Agent of the materials to be mailed and of payment, or provision for the
payment, of the reasonable expenses of such mailing.

     Section 7.13. No Obligations Of Purchase Contract Agent.

     Except to the extent otherwise expressly provided in this Agreement, the
Purchase Contract Agent assumes no obligations and shall not be subject to any
liability under this Agreement, the Pledge Agreement, the Remarketing Agreement
or any Purchase Contract in respect of the obligations of the Holder of any Unit
thereunder. The Company agrees, and each Holder of a Certificate, by its
acceptance thereof, shall be deemed to have agreed, that the Purchase Contract
Agent's execution of the Certificates on behalf of the Holders shall be solely
as agent and attorney-in-fact for the Holders, and that the Purchase Contract
Agent shall have no obligation to perform such Purchase Contracts on behalf of
the Holders, except to the extent expressly provided in Article Five hereof.
Anything contained in this Agreement to the contrary notwithstanding, in no
event shall the Purchase Contract Agent or its officers, directors, employees or
agents be liable under this Agreement, the Pledge Agreement or the Remarketing
Agreement to any third party for indirect, incidental, special, punitive, or
consequential loss or damage of any kind whatsoever, including lost profits,
whether or not the likelihood of such loss or damage was known to the Purchase
Contract Agent and regardless of the form of action.

     Section 7.14. Tax Compliance.

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     (a) The Purchase Contract Agent, on its own behalf and on behalf of the
Company, will comply with all applicable certification, information reporting
and withholding (including "backup" withholding) requirements imposed by
applicable tax laws, regulations or administrative practice with respect to (i)
any payments made with respect to the Units or (ii) the issuance, delivery,
holding, transfer, redemption or exercise of rights under the Units. Such
compliance shall include, without limitation, the preparation and timely filing
of required returns and the timely payment of all amounts required to be
withheld to the appropriate taxing authority or its designated agent.

     (b) The Purchase Contract Agent shall comply in accordance with the terms
hereof with any written direction received from the Company with respect to the
execution or certification of any required documentation and the application of
such requirements to particular payments or Holders or in other particular
circumstances, and may for purposes of this Agreement conclusively rely on any
such direction in accordance with the provisions of Section 7.01(a) hereof.

     (c) The Purchase Contract Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available, on written request, to the Company or its authorized representative
within a reasonable period of time after receipt of such request.

                                   ARTICLE 8
                             Supplemental Agreements

     Section 8.01. Supplemental Agreements Without Consent Of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Purchase Contract Agent, at any time and from time to time,
may enter into one or more agreements supplemental hereto, in form satisfactory
to the Company and the Purchase Contract Agent, to:

     (a) evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company herein and in
the Certificates;

     (b) evidence and provide for the acceptance of appointment hereunder by a
successor Purchase Contract Agent;

     (c) add to the covenants of the Company for the benefit of the Holders, or
surrender any right or power herein conferred upon the Company;

     (d) make provision with respect to the rights of Holders pursuant to the
requirements of Section 5.04(b); or

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<PAGE>

     (e) except as provided for in Section 5.04, cure any ambiguity, correct or
supplement any provisions herein which may be inconsistent with any other
provisions herein, or make any other provisions with respect to such matters or
questions arising under this Agreement, provided that such action shall not
adversely affect the interests of the Holders in any material respect.

     Section 8.02.  Supplemental Agreements With Consent Of Holders.

     With the consent of the Holders of not less than a majority of the
Outstanding Units voting together as one class, including without limitation the
consent of the Holders obtained in connection with a tender or an exchange
offer, by Act of said Holders delivered to the Company and the Purchase Contract
Agent, the Company, when authorized by a Board Resolution, and the Purchase
Contract Agent may enter into an agreement or agreements supplemental hereto for
the purpose of modifying in any manner the terms of the Purchase Contracts, or
the provisions of this Agreement or the rights of the Holders in respect of the
Units; provided, however, that, except as contemplated herein, no such
supplemental agreement shall, without the unanimous consent of the Holders of
each outstanding Purchase Contract affected thereby,

     (a) change any Payment Date;

     (b) change the amount or the type of Collateral required to be Pledged to
secure a Holder's obligations under the Purchase Contract, unless such change is
not adverse to the Holders, impair the right of the Holder of any Purchase
Contract to receive distributions on the related Collateral or otherwise
adversely affect the Holder's rights in or to such Collateral or adversely alter
the rights in or to such Collateral;

     (c) impair the right to institute suit for the enforcement of any Purchase
Contract or any Contract Adjustment Payments;

     (d) reduce the number of shares of Common Stock or the amount of any other
property to be purchased pursuant to any Purchase Contract, increase the price
to purchase shares of Common Stock or any other property upon settlement of any
Purchase Contract or change the Purchase Contract Settlement Date or the right
to Early Settlement or Cash Merger Early Settlement or otherwise adversely
affect the Holder's rights under the Purchase Contract;

     (e) reduce any Contract Adjustment Payments or change any place where, or
the coin or currency in which, any Contract Adjustment Payment is payable; or

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     (f) reduce the percentage of the outstanding Purchase Contracts the consent
of whose Holders is required for any modification or amendment to the provisions
of this Agreement, the Purchase Contracts or the Pledge Agreement;

provided that if any amendment or proposal referred to above would adversely
affect only the Corporate Units or the Treasury Units, then only the affected
class of Holders as of the record date for the Holders entitled to vote thereon
will be entitled to vote on such amendment or proposal, and such amendment or
proposal shall not be effective except with the consent of Holders of not less
than a majority of such class; and provided, further, that the unanimous consent
of the Holders of each outstanding Purchase Contract of such class affected
thereby shall be required to approve any amendment or proposal specified in
clauses (a) through (f) above.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.

     Section 8.03. Execution Of Supplemental Agreements.

     In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this Agreement, the Purchase Contract Agent shall be
provided, and (subject to Section 7.01) shall be fully authorized and protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental agreement is authorized or permitted by this
Agreement and that any and all conditions precedent to the execution and
delivery of such supplemental agreement have been satisfied. The Purchase
Contract Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Purchase Contract Agent's own rights,
duties or immunities under this Agreement or otherwise.

     Section 8.04 . Effect Of Supplemental Agreements.

     Upon the execution of any supplemental agreement under this Article, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder, shall be bound thereby.

     Section 8.05. Reference To Supplemental Agreements.

     Certificates authenticated, executed on behalf of the Holders and delivered
after the execution of any supplemental agreement pursuant to this Article may,
and shall if required by the Purchase Contract Agent, bear a notation in form

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<PAGE>

approved by the Purchase Contract Agent as to any matter provided for in such
supplemental agreement. If the Company shall so determine, new Certificates so
modified as to conform, in the opinion of the Purchase Contract Agent and the
Company, to any such supplemental agreement may be prepared and executed by the
Company and authenticated, executed on behalf of the Holders and delivered by
the Purchase Contract Agent in exchange for outstanding Certificates.

                                   Article 9
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     Section 9.01. Covenant Not To Consolidate, Merge, Convey, Transfer Or
Lease Property Except Under Certain Conditions.

     The Company covenants that it will not consolidate with, convert into, or
merge with and into, any other corporation or sell, assign, transfer, lease or
convey all or substantially all of its properties and assets to any Person,
unless:

     (a) either the Company shall be the continuing corporation, or the
successor (if other than the Company) shall be a corporation organized and
existing under the laws of the United States of America or a State thereof or
the District of Columbia and such corporation shall expressly assume all the
obligations of the Company under the Purchase Contracts, this Agreement, the
Pledge Agreement, the Indenture (including any supplement thereto) and the
Remarketing Agreement by one or more supplemental agreements in form reasonably
satisfactory to the Purchase Contract Agent and the Collateral Agent, executed
and delivered to the Purchase Contract Agent and the Collateral Agent by such
corporation; and

     (b) the Company or such successor corporation, as the case may be, shall
not, immediately after such consolidation, conversion, merger, sale, assignment,
transfer, lease or conveyance, be in default of payment obligations under the
Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture
(including any supplement thereto) or the Remarketing Agreement or in material
default in the performance of any other covenants under any of the foregoing
agreements.

     Section 9.02. Rights And Duties Of Successor Corporation.

     In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.01, such successor
corporation shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the

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name of Baxter International Inc. any or all of the Certificates evidencing
Units issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Purchase Contract Agent; and, upon the order of
such successor corporation, instead of the Company, and subject to all the
terms, conditions and limitations in this Agreement prescribed, the Purchase
Contract Agent shall authenticate and execute on behalf of the Holders and
deliver any Certificates which previously shall have been signed and delivered
by the officers of the Company to the Purchase Contract Agent for authentication
and execution, and any Certificate evidencing Units which such successor
corporation thereafter shall cause to be signed and delivered to the Purchase
Contract Agent for that purpose. All the Certificates issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

     In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance such change in phraseology and form
(but not in substance) may be made in the Certificates evidencing Units
thereafter to be issued as may be appropriate.

     Section 9.03. Officers' Certificate And Opinion Of Counsel Given To
Purchase Contract Agent.

     The Purchase Contract Agent, subject to Section 7.01 and Section 7.03,
shall receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, share exchange, sale, assignment,
transfer, lease or conveyance, and any such assumption, complies with the
provisions of this Article and that all conditions precedent to the consummation
of any such merger, consolidation, share exchange, sale, assignment, transfer,
lease or conveyance have been met.

                                   Article 10
                                    COVENANTS

     Section 10.01. Performance Under Purchase Contracts.

     The Company covenants and agrees for the benefit of the Holders from time
to time of the Units that it will duly and punctually perform its obligations
under the Purchase Contracts in accordance with the terms of the Purchase
Contracts and this Agreement.

     Section 10.02. Maintenance Of Office Or Agency.

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<PAGE>

     The Company will maintain in the Borough of Manhattan, New York City an
office or agency where Certificates may be presented or surrendered for
acquisition of shares of Common Stock upon settlement of the Purchase Contracts
on the Purchase Contract Settlement Date or upon Early Settlement or Cash Merger
Early Settlement and for transfer of Collateral upon occurrence of a Termination
Event, where Certificates may be surrendered for registration of transfer or
exchange, for a Collateral Substitution or recreation of Corporate Units and
where notices and demands to or upon the Company in respect of the Units and
this Agreement may be served. The Company will give prompt written notice to the
Purchase Contract Agent of the location, and any change in the location, of such
office or agency. The Company initially designates the Corporate Trust Office of
the Purchase Contract Agent as such office of the Company. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Purchase Contract Agent with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Company hereby appoints the Purchase Contract
Agent as its agent to receive all such presentations, surrenders, notices and
demands.

     The Company may also from time to time designate one or more other offices
or agencies where Certificates may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, New York City for such purposes. The Company will give prompt written
notice to the Purchase Contract Agent of any such designation or rescission and
of any change in the location of any such other office or agency. The Company
hereby designates as the place of payment for the Units the Corporate Trust
Office and appoints the Purchase Contract Agent at its Corporate Trust Office as
paying agent in such city.

     Section 10.03. Company To Reserve Common Stock.

     The Company shall at all times prior to the Purchase Contract Settlement
Date reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock the full number of shares of Common Stock
issuable against tender of payment in respect of all Purchase Contracts
constituting a part of the Units evidenced by Outstanding Certificates.

     Section 10.04. Covenants As To Common Stock.

     The Company covenants that all shares of Common Stock which may be issued
against tender of payment in respect of any Purchase Contract constituting a
part of the Outstanding Units will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable.

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<PAGE>

     Section 10.05. Statements Of Officers Of The Company As To Default.

     The Company will deliver to the Purchase Contract Agent, within 120 days
after the end of each fiscal year of the Company (which as of the date hereof is
December 31) ending after the date hereof, an Officers' Certificate, stating
whether or not to the knowledge of the signers thereof the Company is in default
in the performance and observance of any of the terms, provisions and conditions
hereof, and if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.

     Section 10.06. ERISA.

     Each Holder from time to time of the Units that is a Plan or who used
assets of a Plan to purchase Units hereby represents that either (i) no portion
of the assets used by such Holder to acquire the Corporate Units constitutes
assets of the Plan or (ii) the purchase or holding of the Corporate Units by
such purchaser or transferee will not constitute a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4973 of the Code or similar
violation under any applicable laws.

     Section 10.07. Tax Treatment.

     The Company covenants and agrees, for United States federal, state and
local income and franchise tax purposes, to (i) treat a Holder's acquisition of
the Corporate Units as the acquisition of the Senior Note and Purchase Contract
constituting the Corporate Units and (ii) treat each Holder as the owner of the
applicable interest in the Collateral Account, including the Senior Notes and
Applicable Ownership Interests in the Treasury Portfolio or the Treasury
Securities.

                       [SIGNATURES ON THE FOLLOWING PAGE]

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                     BAXTER INTERNATIONAL INC.


                                     By:________________________________
                                        Name:
                                        Title:


                                     BANK ONE TRUST COMPANY, N.A., as Purchase
                                          Contract Agent


                                     By:________________________________
                                        Name:
                                        Title:

<PAGE>

                                                                       EXHIBIT A

                  (FORM OF FACE OF CORPORATE UNIT CERTIFICATE)

         [For inclusion in Global Certificates only - THIS CERTIFICATE IS A
GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE
NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS
CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
(OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No. ____                                                    CUSIP No.
Number of Corporate Units:______________



                            BAXTER INTERNATIONAL INC.
                                 Corporate Units

         This Corporate Units Certificate certifies that [Cede & Co.] [_______]
is the registered Holder of the number of Corporate Units set forth above [For
inclusion in Global Certificates only - or such other number of Corporate Units

                                       A-1

<PAGE>

reflected in the Schedule of Increases or Decreases in Global Certificate
attached hereto]. Each Corporate Unit consists of (i) either (a) the beneficial
ownership by the Holder of $50.00 principal amount of Senior Notes due February
16, 2008 (the "Senior Notes") of Baxter International Inc., a Delaware
corporation (the "Company"), subject to the Pledge of such Senior Note by such
Holder pursuant to the Pledge Agreement, or (b) upon the occurrence of a Special
Event Redemption prior to the Purchase Contract Settlement Date or a Successful
Remarketing of the Senior Notes prior to the Final Remarketing Date, the
Applicable Ownership Interests, subject to the pledge of the appropriate
Applicable Ownership Interests (as specified in clause (i) of the definition of
such term) in the Treasury Portfolio by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with the Company. All capitalized terms used herein which are defined
in the Purchase Contract Agreement (as defined on the reverse hereof) have the
meaning set forth therein.

         Pursuant to the Pledge Agreement, the Senior Notes or the appropriate
Applicable Ownership Interests (as specified in clause (i) of the definition of
such term) in the Treasury Portfolio, as the case may be, constituting part of
each Corporate Unit evidenced hereby have been pledged to the Collateral Agent,
for the benefit of the Company, to secure the obligations of the Holder under
the Purchase Contract comprising part of such Corporate Unit.

         The Pledge Agreement provides that all payments of the principal amount
with respect to any of the Pledged Senior Notes (as defined in the Pledge
Agreement) or the appropriate Applicable Ownership Interests (as specified in
clause (i) of the definition of such term) in the Treasury Portfolio, as the
case may be, or interest or distributions on any Pledged Senior Notes or the
appropriate Applicable Ownership Interests (as specified in clause (ii) of the
definition of such term) in the Treasury Portfolio, as the case may be,
constituting part of the Corporate Units received by the Securities Intermediary
shall be paid by wire transfer in same day funds (i) in the case of (A) interest
on Pledged Senior Notes or distributions with respect to the appropriate
Applicable Ownership Interests (as specified in clause (ii) of the definition of
such term) in the Treasury Portfolio, as the case may be, and (B) any payments
of the principal amount of any Senior Notes or with respect to the appropriate
Applicable Ownership Interests (as specified in clause (i) of the definition of
such term) in the Treasury Portfolio, as the case may be, that have been
released from the Pledge pursuant to the Pledge Agreement, to the Purchase
Contract Agent to the account designated by the Purchase Contract Agent, no
later than 2:00 p.m., New York City time, on the Business Day such payment is
received by the Securities Intermediary (provided that in the event such payment
is received by the Securities Intermediary on a day that is not a Business Day
or after 12:30 p.m., New York City time, on a Business Day, then such payment
shall be made no later than 10:30 a.m., New York City time, on the next
succeeding Business Day) and (ii) in the case of payments with

                                       A-2

<PAGE>

respect to the principal amount of the Pledged Senior Notes or with respect to
the appropriate Applicable Ownership Interests (as specified in clause (i) of
the definition of such term) in the Treasury Portfolio, to the Company on the
Purchase Contract Settlement Date (as described herein) in accordance with the
terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Corporate Units of which such Pledged Senior
Notes or the Applicable Ownership Interests (as specified in clause (i) of the
definition of such term) in the Treasury Portfolio, as the case may be, are a
part under the Purchase Contracts forming a part of such Corporate Units.
Interest on the Senior Notes and distributions on the appropriate Applicable
Ownership Interests (as specified in clause (ii) of the definition of such term)
in the Treasury Portfolio, as the case may be, forming part of a Corporate Units
evidenced hereby, which are payable quarterly in arrears on February 16, May 16,
August 16, and November 16 of each year, commencing February 16, 2002 (a
"Payment Date"), shall, subject to receipt thereof by the Purchase Contract
Agent from the Securities Intermediary, be paid to the Person in whose name this
Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is
registered at the close of business on the Record Date for such Payment Date.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Units Certificate to purchase, and the Company to sell, on February
16, 2006 (the "Purchase Contract Settlement Date"), at a price equal to $50.00
(the "Stated Amount"), a number of newly issued shares of common stock, par
value $1.00 per share ("Common Stock"), of the Company, equal to the Settlement
Rate, unless on or prior to the Purchase Contract Settlement Date there shall
have occurred a Termination Event or an Early Settlement or Cash Merger Early
Settlement with respect to such Purchase Contract, all as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. The
purchase price (the "Purchase Price") for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall
be paid on the Purchase Contract Settlement Date by application of payment
received in respect of the principal amount with respect to any Pledged Senior
Notes pursuant to the Remarketing or the appropriate Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) in the
Treasury Portfolio, as the case may be, pledged to secure the obligations under
such Purchase Contract of the Holder of the Corporate Units of which such
Purchase Contract is a part.

         Each Purchase Contract evidenced hereby obligates the holder to agree,
for United States federal, state and local income and franchise tax purposes, to
(i) treat an acquisition of the Corporate Units as an acquisition of the Senior
Note and Purchase Contract constituting the Corporate Units and (ii) treat
itself as owner of the applicable interest in the Collateral Account, including
the Senior Notes and the Applicable Ownership Interests in the Treasury
Portfolio.

                                       A-3

<PAGE>

         The Company shall pay, on each Payment Date, in respect of each
Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount
(the "Contract Adjustment Payments") equal to 3.4% per year of the Stated
Amount. Such Contract Adjustment Payments shall be payable to the Person in
whose name this Corporate Units Certificate is registered at the close of
business on the Record Date for such Payment Date.

         Interest on the Senior Notes and distributions on the Applicable
Ownership Interests (as specified in clause (ii) of the definition of such term)
and the Contract Adjustment Payments will be payable at the office of the
Purchase Contract Agent in New York City. If the book-entry system for the
Corporate Units has been terminated, the Contract Adjustment Payments will be
payable, at the option of the Company, by check mailed to the address of the
Person entitled thereto at such Person's address as it appears on the Security
Register, or by wire transfer to the account designated by such Person by a
prior written notice to the Purchase Contract Agent.

         Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Purchase Contract Agent by manual signature, this Corporate Units
Certificate shall not be entitled to any benefit under the Pledge Agreement or
the Purchase Contract Agreement or be valid or obligatory for any purpose.

                                       A-4

<PAGE>

         IN WITNESS WHEREOF, the Company and the Holder specified above have
caused this instrument to be duly executed.

                                          BAXTER INTERNATIONAL INC.


                                          By: _________________________________
                                              Name:
                                              Title:


                                          HOLDER SPECIFIED ABOVE (as to
                                          obligations of such Holder under the
                                          Purchase Contracts)


                                          By: BANK ONE TRUST COMPANY, N.A., not
                                              individually but solely as
                                              Attorney-in-Fact of such Holder


                                          By: __________________________________
                                              Name:
                                              Title:

         DATED:__________________

                                       A-5

<PAGE>

                          CERTIFICATE OF AUTHENTICATION
                           OF PURCHASE CONTRACT AGENT

         This is one of the Corporate Units Certificates referred to in the
within mentioned Purchase Contract Agreement.

                                           By:  BANK ONE TRUST COMPANY, N.A.,
                                                as Purchase Contract Agent

                                                ________________________________
                                                ________________________________
                                           By:  ________________________________
                                                Name:
                                                Title:

         Dated: ____________________

                                       A-6

<PAGE>

                 (FORM OF REVERSE OF CORPORATE UNIT CERTIFICATE)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of December 17, 2002 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and
JPMorgan Chase Bank, as Purchase Contract Agent (including its successors
hereunder, the "Purchase Contract Agent"), to which Purchase Contract Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the Corporate Units Certificates are, and
are to be, executed and delivered.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Units Certificate to purchase, and the Company to sell, on the
Purchase Contract Settlement Date at a price equal to the Stated Amount (the
"Purchase Price"), a number of shares of Common Stock equal to the Settlement
Rate, unless an Early Settlement, a Cash Merger Early Settlement or a
Termination Event with respect to the Units of which such Purchase Contract is a
part shall have occurred. The "Settlement Rate" is equal to:

              (1)   if the Adjusted Applicable Market Value (as defined below)
         is greater than or equal to $35.69 (the "Threshold Appreciation
         Price"), 1.4011 shares of Common Stock per Purchase Contract;

              (2)   if the Adjusted Applicable Market Value is less than the
         Threshold Appreciation Price but greater than $28.78 (the "Reference
         Price"), the number of shares of Common Stock per Purchase Contact
         having a value equal to the Stated Amount divided by the Adjusted
         Applicable Market Value; and

              (3)   if the Adjusted Applicable Market Value is less than or
         equal to the Reference Price, 1.7373 shares of Common Stock per
         Purchase Contract;

in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

         No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

                                       A-7

<PAGE>

         Each Purchase Contract evidenced hereby, which is settled through Early
Settlement or Cash Merger Early Settlement shall obligate the Holder of the
related Corporate Units to purchase at the Purchase Price, and the Company to
sell, a number of newly issued shares of Common Stock equal to the Early
Settlement Rate (in the case of an Early Settlement) or applicable Settlement
Rate (in the case of a Cash Merger Early Settlement).

         The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Purchase Contract Settlement
Date subject to adjustments set forth under Section 5.04 of the Purchase
Contract Agreement.

         The "Adjusted Applicable Market Value" means (i) prior to any
adjustment of the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv),
(v), (vi), (vii) or (x) of Section 5.04(a) of the Purchase Contract Agreement,
the Applicable Market Value, and (ii) at the time of and after any adjustment of
the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi),
(vii) or (x) of Section 5.04(a) of the Purchase Contract Agreement, the
Applicable Market Value multiplied by a fraction, the numerator of which shall
be the Settlement Rate immediately after such adjustment pursuant to paragraph
(i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the
Purchase Contract Agreement and the denominator of which shall be the Settlement
Rate immediately prior to such adjustment; provided, however, that if such
adjustment to the Settlement Rate is required to be made pursuant to the
occurrence of any of the events contemplated by paragraph (i), (ii), (iii),
(iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Purchase Contract
Agreement during the period taken into consideration for determining the
Applicable Market Value, appropriate and customary adjustments shall be made to
the Settlement Rate.

         The "Closing Price" per share of Common Stock on any date of
determination means:

              (1)   the closing sale price as of the close of the principal
         trading session (or, if no closing price is reported, the last
         reported sale price) per share on the New York Stock Exchange, Inc.
         (the "NYSE") on such date;

              (2)   if Common Stock is not listed for trading on the NYSE on
         any such date, the closing sale price (or, if no closing price is
         reported, the last reported sale price) per share as reported in the
         composite transactions for the principal United States national or
         regional securities exchange on which Common Stock is so listed;

                                       A-8

<PAGE>

              (3)   if Common Stock is not so listed on a United States national
         or regional securities exchange, the last closing sale price per share
         as reported by The Nasdaq Stock Market, Inc.;

              (4)   if Common Stock is not so reported, the last quoted bid
         price for Common Stock in the over-the-counter market as reported by
         the National Quotation Bureau or similar organization; or

              (5)   if such bid price is not available, the market value of
         Common Stock on such date as determined by a nationally recognized
         independent investment banking firm retained for this purpose by the
         Company.

         A "Trading Day" means a day on which Common Stock (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of Common
Stock.

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Corporate Units Certificate may pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement, an Early Settlement or, if applicable, a
Cash Merger Early Settlement or from the proceeds of the Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) in the
Treasury Portfolio or a Remarketing of the related Pledged Senior Notes. Unless
the Treasury Portfolio has replaced the Senior Notes as a component of Corporate
Units, a Holder of Corporate Units who (1) does not, on or prior to 5:00 p.m.
(New York City time) on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, notify the Purchase Contract Agent of its
intention to effect a Cash Settlement, or who does so notify the Purchase
Contract Agent but fails to make an effective Cash Settlement prior to 5:00 p.m.
(New York City time) on the fourth Business Day immediately preceding the
Purchase Contract Settlement Date, or (2) on or prior to 5:00 p.m. (New York
City time) on the fifth Business Day prior to the Purchase Contract Settlement
Date, does not make an effective Early Settlement, shall pay the Purchase Price
for the shares of Common Stock to be delivered under the related Purchase
Contract from the proceeds of the sale of the related Pledged Senior Notes held
by the Collateral Agent in the Remarketing unless the Holder has previously made
a Cash Merger Early Settlement. Unless the Treasury Portfolio has replaced the
Senior Notes as a component of Corporate Unit, such sale will be made by the
Remarketing Agent pursuant to the terms of the Remarketing Agreement on the
Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes
as a component of Corporate Units, a Holder of Corporate Units

                                       A-9

<PAGE>

who does not notify the Purchase Contract Agent, on or prior to 5:00 p.m. (New
York City time) on the fifth Business Day immediately preceding the Purchase
Contract Settlement Date of its intention to effect a Cash Settlement shall pay
the Purchase Price for the shares of Common Stock to be delivered under the
related Purchase Contract from the proceeds at maturity of the Applicable
Ownership Interests (as defined in clause (i) of the definition of such term) in
the Treasury Portfolio.

         As provided in the Purchase Contract Agreement, upon the occurrence of
a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has
notified the Purchase Contract Agent of his intent to effect a Cash Settlement
of the Purchase Contract and delivered the Purchase Price to the Collateral
Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, such
Holder shall be deemed to have exercised such Holder's Put Right and to have
elected to pay the Purchase Price under the Purchase Contract out of a portion
of the proceeds from the Put Right in full satisfaction of such Holder's
obligations under the Purchase Contract. In the event of the Company's failure
to pay the Put Price when due, the Company shall be deemed to have netted such
Holder's obligation to pay the Company the Purchase Price under the Purchase
Contracts against the Company's obligation to pay the Put Price, in full
satisfaction of such Holder's obligation under the Purchase Contracts.

         The Company shall not be obligated to issue any shares of Common Stock
in respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate Purchase Price for
the shares of Common Stock to be purchased thereunder in the manner set forth in
the Purchase Contract Agreement.

         Each Purchase Contract evidenced hereby and all obligations and rights
of the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Pledged Senior
Notes or the appropriate Applicable Ownership Interests (as specified in clause
(i) of the definition of such term) in the Treasury Portfolio forming a part of
each Corporate Unit from the Pledge. A Corporate Unit shall thereafter represent
the right to receive the Senior Note or the appropriate Applicable Ownership
Interests in the Treasury Portfolio forming a part of such Corporate Units in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

         Under the terms of the Pledge Agreement and the Purchase Contract
Agreement, the Purchase Contract Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Senior Notes, but only
to the extent instructed in writing by the Holders. Upon receipt of notice of
any

                                      A-10

<PAGE>

meeting at which holders of Senior Notes are entitled to vote or upon any
solicitation of consents, waivers or proxies of holders of Senior Notes, the
Purchase Contract Agent shall, as soon as practicable thereafter, mail, first
class, postage pre-paid, to the Corporate Units Holders a notice:

              (1)   containing such information as is contained in the notice or
         solicitation;

              (2)   stating that each Holder on the record date set by the
         Purchase Contract Agent therefor (which, to the extent possible, shall
         be the same date as the record date for determining the holders of
         Senior Notes, as the case may be, entitled to vote) shall be entitled
         to instruct the Purchase Contract Agent as to the exercise of the
         voting rights pertaining to the Senior Notes underlying such Holder's
         Corporate Units; and

              (3)   stating the manner in which such instructions may be given.

Upon the written request of the Corporate Units Holders on such record date
received by the Purchase Contract Agent at least six days prior to such meeting,
the Purchase Contract Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum aggregate principal amount of Senior Notes, as the case
may be, as to which any particular voting instructions are received. In the
absence of specific instructions from the Holder of a Corporate Unit, the
Purchase Contract Agent shall abstain from voting the Senior Note evidenced by
such Corporate Unit. The Company hereby agrees, if applicable, to solicit
Holders of Corporate Units to timely instruct the Purchase Contract Agent in
order to enable the Purchase Contract Agent to vote the Senior Notes. The
Holders of Corporate Units shall have no voting or other rights in respect of
Common Stock.

         Upon the occurrence of a Special Event Redemption, the Collateral Agent
shall surrender the Pledged Senior Notes against delivery of an amount equal to
the aggregate Redemption Price of the Pledged Senior Notes and shall deposit the
funds in the Collateral Account in exchange for the Pledged Senior Notes.
Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent
shall cause the Securities Intermediary to apply an amount equal to the
aggregate Redemption Amount of such funds to purchase on behalf of the Holders
of Corporate Units the Treasury Portfolio and promptly (a) transfer the
Applicable Ownership Interests (as specified in clause (i) of the definition of
such term) in the Treasury Portfolio to the Collateral Account to secure the
obligations of each Holder of Corporate Units to purchase shares of Common Stock
under the Purchase Contracts constituting a part of such Corporate Units, (b)
transfer the Applicable Ownership Interests (as specified in clause (ii) of the
definition of such term) in the Treasury Portfolio to the Purchase Contract
Agent for the benefit of the Holders of such Corporate Units and (c) remit the
remaining portion

                                      A-11

<PAGE>

of such funds to the Purchase Contract Agent for payment to the Holders of such
Corporate Units.

         Upon the occurrence of a Successful Remarketing of Senior Notes prior
to the Final Remarketing Date, pursuant to the terms of the Remarketing
Agreement, the Remarketing Agent will apply an amount equal to the Treasury
Portfolio Purchase Price to purchase on behalf of the Holders of Corporate
Units, the Treasury Portfolio, and, after deducting the Remarketing Fee to the
extent permitted under the terms of the Remarketing Agreement, promptly remit
the remaining portion of such proceeds of such Successful Remarketing to the
Purchase Contract Agent for payment to the Holders of such Corporate Units.

         Following the occurrence of (i) a Special Event Redemption prior to the
Purchase Contract Settlement Date, or (ii) a Successful Remarketing of the
Senior Notes prior to the Final Remarketing Date, the Holders of Corporate Units
and the Collateral Agent shall have such security interest rights and
obligations with respect to the Applicable Ownership Interests in the Treasury
Portfolio as the Holder of Corporate Units and the Collateral Agent had in
respect of the Senior Notes, as the case may be, subject to the Pledge of the
Applicable Ownership Interest (as specified in clause (i) of the definition of
such term) as provided in the Pledge Agreement and any reference herein to the
Senior Notes shall be deemed to be a reference to such Treasury Portfolio.

         The Corporate Units Certificates are issuable only in registered form
and only in denominations of a single Corporate Unit and any integral multiple
thereof. The transfer of any Corporate Units Certificate will be registered and
Corporate Units Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement. No service charge shall be required for any
such registration of transfer or exchange, but the Company and the Purchase
Contract Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute a Treasury Security for a Senior Note, thereby creating Treasury
Units, shall be responsible for any fees or expenses payable in connection
therewith. Except as provided in the Purchase Contract Agreement, for so long as
the Purchase Contract underlying a Corporate Units remains in effect, such
Corporate Units shall not be separable into its constituent parts, and the
rights and obligations of the Holder of such Corporate Units in respect of the
Senior Notes and Purchase Contract constituting such Corporate Units may be
transferred and exchanged only as a Corporate Unit.

         Unless the Treasury Portfolio has replaced the Senior Notes as a
component of the Corporate Units, and subject to the conditions set forth in the
Purchase Contract Agreement, the Holder of Corporate Units may substitute, at

                                      A-12

<PAGE>

any time prior to 5:00 p.m. (New York City time) on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date, for the Pledged
Senior Notes securing such Holder's obligations under the related Purchase
Contracts, Treasury Securities in an aggregate principal amount at maturity
equal to the aggregate principal amount of the Pledged Senior Notes in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement. From and after such Collateral Substitution, each Unit for which such
Pledged Treasury Securities secures the Holder's obligation under the Purchase
Contract shall be referred to as a "Treasury Unit". A Holder may make such
Collateral Substitution only in integral multiples of 20 Corporate Units for 20
Treasury Units.

         If the Treasury Portfolio has replaced the Senior Notes as a component
of the Corporate Units, a Holder may, at any time on or prior to the second
Business Day immediately preceding the Purchase Contract Settlement Date,
substitute Treasury Securities for the Applicable Ownership Interests in the
Treasury Portfolio, but only in integral multiples of 20,000 Corporate Units. In
such an event, the Holder shall transfer Treasury Securities to the Collateral
Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to
release the Pledge of and transfer to the Holder the appropriate Applicable
Ownership Interests in the Treasury Portfolio.

         The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Corporate Units Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City. If the book-entry system for the Corporate
Units has been terminated, the Contract Adjustment Payments will be payable, at
the option of the Company, by check mailed to the address of the Person entitled
thereto at such Person's address as it appears on the Security Register, or by
wire transfer to the account designated by such Person by a prior written notice
to the Purchase Contract Agent.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Adjustment Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Security
Register. Upon and after the occurrence of a Termination Event, the Collateral
Agent shall release the Senior

                                      A-13

<PAGE>

Notes or the appropriate Applicable Ownership Interests (as specified in clause
(i) of the definition of such term) in the Treasury Portfolio, as the case may
be, from the Pledge in accordance with the provisions of the Pledge Agreement.

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Units may be settled early at any time prior to 5:00 p.m. (New York
City time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date ("Early Settlement") as provided in the Purchase Contract
Agreement. In order to exercise the right to effect Early Settlement with
respect to any Purchase Contract evidenced by this Certificate, the Holder of
this Corporate Units Certificate shall deliver to the Purchase Contract Agent at
the Corporate Trust Office an Election to Settle Early form set forth below duly
completed and accompanied by payment in the form of immediately available funds
payable to the order of the Company in an amount (the "Early Settlement Amount")
equal to the sum of:

              (i)    the product of (A) the Stated Amount times (B) the number
         of Purchase Contracts with respect to which the Holder has elected to
         effect Early Settlement, plus

              (ii)   if such delivery is made with respect to any Purchase
         Contracts during the period from the close of business on any Record
         Date next preceding any Payment Date to the opening of business on such
         Payment Date, an amount equal to the Contract Adjustment Payments
         payable on such Payment Date with respect to such Purchase Contracts.

         Upon Early Settlement of Purchase Contracts by a Holder of the related
Units, the Pledged Senior Notes or Pledge Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) underlying such Units
shall be released from the Pledge as provided in the Pledge Agreement and the
Holder shall be entitled to receive a number of shares of Common Stock on
account of each Purchase Contract forming part of a Corporate Unit as to which
Early Settlement is effected equal to 1.4011 shares of Common Stock per Purchase
Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in Section 5.04 of the Purchase Contract Agreement.

         Upon the occurrence of a Cash Merger, a Holder of Corporate Units may
effect Cash Merger Early Settlement of the Purchase Contract underlying such
Corporate Units pursuant to the terms of Section 5.04(b)(ii) of the Purchase
Contract Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by a
Holder of the related Corporate Units, the Pledged Senior Notes or Pledged
Applicable Ownership Interests (as specified in clause (i) of the definition of
such

                                      A-14

<PAGE>

term) in the Treasury Portfolio underlying such Corporate Units shall be
released from the Pledge as provided in the Pledge Agreement.

         Upon registration of transfer of this Corporate Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Corporate Units Certificate. The Company covenants and agrees,
and the Holder, by its acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.

         The Holder of this Corporate Units Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Corporate Units evidenced hereby
on its behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Senior Notes or the appropriate Applicable
Ownership Interests (as specified in clause (i) of the definition of such term)
in the Treasury Portfolio, as the case may be, underlying this Corporate Units
Certificate pursuant to the Pledge Agreement. The Holder further covenants and
agrees that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payments
with respect to the aggregate principal amount of the Pledged Senior Notes or
the appropriate Applicable Ownership Interests (as specified in clause (i) of
the definition of such term) in the Treasury Portfolio, as the case may be, on
the Purchase Contract Settlement Date shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

         Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

         The Purchase Contracts shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                      A-15

<PAGE>

         Prior to due presentment of this Certificate for registration of
transfer, the Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Corporate Units Certificate is registered as the owner of the
Corporate Units evidenced hereby for the purpose of receiving payments of
interest payable on the Senior Notes, receiving payments of Contract Adjustment
Payments (subject to any applicable record date), performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any payments in
respect thereof be overdue and notwithstanding any notice to the contrary, and
neither the Company, the Purchase Contract Agent nor any such agent shall be
affected by notice to the contrary.

         The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

         A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Purchase Contract Agent.

                                      A-16

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                            as tenants in common
UNIF GIFT MIN ACT:                  ___________ Custodian _______________
                                       (cust)                 (minor)
                                    Under Uniform Gifts to Minors Act of
                                    _____________________________________

TENANT:                             as tenants by the entireties

JT TEN:                             as joint tenants with right of survivorship
                                    and not as tenants in common

Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
  (Please insert Social Security or Taxpayer I.D. or other Identifying Number of
                                     Assignee)

________________________________________________________________________________
   (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Corporate Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to transfer
said Corporate Units Certificates on the books of Baxter International Inc.,
with full power of substitution in the premises.

Dated: _______________________      Signature __________________________________

                                    NOTICE: The signature to this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Corporate Units
                                    Certificates in every particular, without
                                    alteration or enlargement or any change
                                    whatsoever.

         Signature Guarantee: __________________________________________________

                                      A-17

<PAGE>

                             SETTLEMENT INSTRUCTIONS

         The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Corporate Units
evidenced by this Corporate Units Certificate be registered in the name of, and
delivered, together with a check in payment for any fractional share, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.

Dated: _______________________________






If shares are to be registered in the
name of and delivered to a Person
other than the Holder, please (i)
print such Person's name and address
and (ii) provide a guarantee of your
signature:



______________________________________
Name




______________________________________
Address



______________________________________
______________________________________
______________________________________


Social Security or other

Taxpayer Identification
Number, if any
____________________________________
Signature
Signature Guarantee: _______________
(if assigned to another person)



REGISTERED HOLDER



Please print name and address of
Registered Holder:




____________________________________
Name




____________________________________
Address


____________________________________
____________________________________
____________________________________

                                      A-18

<PAGE>

              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

         The undersigned Holder of this Corporate Units Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early
Settlement following a Cash Merger] in accordance with the terms of the Purchase
Contract Agreement with respect to the Purchase Contracts underlying the number
of Corporate Units evidenced by this Corporate Units Certificate specified
below. The undersigned Holder directs that a certificate for shares of Common
Stock or other securities deliverable upon such [Early Settlement] [Cash Merger
Early Settlement] be registered in the name of, and delivered, together with a
check in payment for any fractional share and any Corporate Units Certificate
representing any Corporate Units evidenced hereby as to which [Early Settlement]
[Cash Merger Early Settlement] of the related Purchase Contracts is not
effected, to the undersigned at the address indicated below unless a different
name and address have been indicated below. Pledged Senior Notes or the
appropriate Applicable Ownership Interests in the Treasury Portfolio, as the
case may be, deliverable upon such [Early Settlement] [Cash Merger Early
Settlement] will be transferred in accordance with the transfer instructions set
forth below. If shares are to be registered in the name of a Person other than
the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

Dated: _____________________________      Signature ____________________________

Signature Guarantee: ____________________

                                      A-19

<PAGE>

         Number of Units evidenced hereby as to which [Early Settlement] [Cash
Merger Early Settlement] of the related Purchase Contracts is being elected:

         If shares of Common Stock or
Corporate Units Certificates are to be
registered in the name of and
delivered to and Pledged Senior Notes
or the Applicable Ownership Interests
in the Treasury Portfolio, as the case
may be, are to be transferred to a
Person other than the Holder, please
print such Person's name and address:




______________________________________
Name




______________________________________
Address




______________________________________
______________________________________
______________________________________



Social Security or other
Taxpayer Identification

Number, if any


REGISTERED HOLDER





Please print name and address of
Registered Holder:




____________________________________
Name




____________________________________
Address



____________________________________
____________________________________
____________________________________

                                      A-20

<PAGE>

Transfer Instructions for Pledged Senior Notes or the Applicable Ownership
Interests in the Treasury Portfolio, as the case may be, transferable upon
[Early Settlement] [Cash Merger Early Settlement] or a Termination Event:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                      A-21

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                                             Number of
                                                          Corporate Units
                    Amount of            Amount of       evidenced by this
                   increase in          decrease in            Global           Signature of
                    Number of            Number of          Certificate          authorized
                 Corporate Units      Corporate Unites     following such       signatory of
                 evidenced by the     evidenced by the      decrease or      Purchase Contract
Date            Global Certificate   Global Certificate       increase             Agent
- ------------------------------------------------------------------------------------------------
<S>             <C>                  <C>                 <C>                 <C>
- ------------------------------------------------------------------------------------------------


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


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


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


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


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


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


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


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


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


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


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


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


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


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


- ------------------------------------------------------------------------------------------------
</TABLE>

                                      A-22

<PAGE>

                                                                       EXHIBIT B

                   (FORM OF FACE OF TREASURY UNIT CERTIFICATE)

     [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A
TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No. ____                                             CUSIP No.
Number of Treasury Units:___________

                            BAXTER INTERNATIONAL INC.
                                 Treasury Units

     This Treasury Units Certificate certifies that [Cede & Co.]
[__________________] is the registered Holder of the number of Treasury Units
set forth above [For inclusion in Global Certificates only - or such other
number of Treasury Units reflected in the Schedule of Increases or Decreases in
Global Certificate attached hereto]. Each Treasury Unit consists of (i) a 1/20
undivided beneficial ownership interest of a Treasury Security having a
principal amount at maturity equal to $1,000, subject to the Pledge of such
Treasury Security by such

                                      B-1

<PAGE>

Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of
the Holder under one Purchase Contract with Baxter International Inc., a
Delaware corporation (the "Company"). All capitalized terms used herein which
are defined in the Purchase Contract Agreement (as defined on the reverse
hereof) have the meaning set forth therein.

     Pursuant to the Pledge Agreement, the Treasury Securities constituting part
of each Treasury Unit evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising part of such Treasury Unit.

     Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Units Certificate to purchase, and the Company, to sell, on February
16, 2006 (the "Purchase Contract Settlement Date"), at a price equal to $50.00
(the "Stated Amount"), a number of newly issued shares of common stock, par
value $1.00 per share ("Common Stock"), of the Company, equal to the Settlement
Rate, unless prior to or on the Purchase Contract Settlement Date there shall
have occurred a Termination Event, an Early Settlement or a Cash Merger Early
Settlement with respect to such Purchase Contract, all as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. The
purchase price (the "Purchase Price") for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall
be paid on the Purchase Contract Settlement Date by application of the proceeds
from the Treasury Securities at maturity pledged to secure the obligations of
the Holder under such Purchase Contract of the Treasury Units of which such
Purchase Contract is a part.

     Each Purchase Contract evidenced hereby obligates the holder to agree, for
United States federal, state and local income and franchise tax purposes, to (i)
treat an acquisition of the Treasury Units as an acquisition of the Treasury
Security and Purchase Contract constituting the Treasury Units and (ii) treat
itself as owner of the applicable interest in the Collateral Account, including
the Treasury Securities.

     The Company shall pay, on each Payment Date, in respect of each Purchase
Contract forming part of a Treasury Unit evidenced hereby, an amount (the
"Contract Adjustment Payments") equal to 3.4% per year of the Stated Amount.
Such Contract Adjustment Payments shall be payable to the Person in whose name
this Treasury Units Certificate is registered at the close of business on the
Record Date for such Payment Date.

     Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City. If the book-entry system for the Corporate
Units has been terminated, the Contract Adjustment Payments will be payable, at
the option of the Company, by check mailed to the address of the

                                      B-2

<PAGE>

     Person entitled thereto at such Person's address as it appears on the
Security Register, or by wire transfer to the account designated by such Person
by a prior written notice to the Purchase Contract Agent.

     Reference is hereby made to the further provisions set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Purchase Contract Agent by manual signature, this Treasury Units Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company and the Holder specified above have caused
this instrument to be duly executed.

                                     BAXTER INTERNATIONAL INC.



                                     By: _______________________________________
                                         Name:
                                         Title:


                                     HOLDER SPECIFIED ABOVE (as to
                                     obligations of such Holder under the
                                     Purchase Contracts)



                                     By: BANK ONE TRUST COMPANY,
                                         N.A., not individually but solely
                                         as Attorney-in-Fact or such Holder



                                     By: _______________________________________
                                         Authorized Officer

     Dated:_____________________

                                      B-3

<PAGE>

                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

     This is one of the Treasury Units referred to in the within-mentioned
Purchase Contract Agreement.

                                         Company Name



                                         By: BANK ONE TRUST COMPANY, N.A.,
                                             as Purchase Contract Agent

                                         By: ___________________________________
                                             Authorized Officer:



     Dated:_________________

                                      B-4

<PAGE>

                     (REVERSE OF TREASURY UNIT CERTIFICATE)

     Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of December 17, 2002 (as may be supplemented from time to
time, the "Purchase Contract Agreement") between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors thereunder,
herein called the "Purchase Contract Agent"), to which the Purchase Contract
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Purchase Contract Agent, the Company and the
Holders and of the terms upon which the Treasury Units Certificates are, and are
to be, executed and delivered.

     Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Units Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Stated Amount (the "Purchase
Price") a number of newly issued shares of Common Stock equal to the Settlement
Rate, unless an Early Settlement, a Cash Merger Early Settlement or a
Termination Event with respect to the Units of which such Purchase Contract is a
part shall have occurred. The "Settlement Rate" is equal to:

          (1) if the Adjusted Applicable Market Value (as defined below) is
     greater than or equal to $35.69 (the "Threshold Appreciation Price"),
     1.4011 shares of Common Stock per Purchase Contract;

          (2) if the Adjusted Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $28.78 (the "Reference Price"), the
     number of shares of Common Stock per Purchase Contact having a value equal
     to the Stated Amount divided by the Adjusted Applicable Market Value; and

          (3) if the Adjusted Applicable Market Value is less than or equal to
     the Reference Price, 1.7373 shares of Common Stock per Purchase Contract;

in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

     No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

     Each Purchase Contract evidenced hereby, which is settled through Early
Settlement or Cash Merger Early Settlement shall obligate the Holder of the

                                      B-5

<PAGE>

related Corporate Units to purchase at the Purchase Price, and the Company to
sell, a number of newly issued shares of Common Stock equal to the Early
Settlement Rate (in the case of an Early Settlement) or applicable Settlement
Rate (in the case of a Cash Merger Early Settlement).

     The "Applicable Market Value" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date
subject to adjustments set forth under Section 5.04 of the Purchase Contract
Agreement.

     The "Adjusted Applicable Market Value" means (i) prior to any adjustment of
the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi),
(vii) or (x) of Section 5.04(a) of the Purchase Contract Agreement, the
Applicable Market Value, and (ii) at the time of and after any adjustment of the
Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii)
or (x) of Section 5.04(a) of the Purchase Contract Agreement, the Applicable
Market Value multiplied by a fraction, the numerator of which shall be the
Settlement Rate immediately after such adjustment pursuant to paragraph (i),
(ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Purchase
Contract Agreement and the denominator of which shall be the Settlement Rate
immediately prior to such adjustment; provided, however, that if such adjustment
to the Settlement Rate is required to be made pursuant to the occurrence of any
of the events contemplated by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii)
or (x) of Section 5.04(a) of the Purchase Contract Agreement during the period
taken into consideration for determining the Applicable Market Value,
appropriate and customary adjustments shall be made to the Settlement Rate.

     The "Closing Price" per share of Common Stock on any date of determination
means:

          (1) the closing sale price as of the close of the principal trading
     session (or, if no closing price is reported, the last reported sale price)
     per share on the New York Stock Exchange, Inc. (the "NYSE") on such date;

          (2) if Common Stock is not listed for trading on the NYSE on any such
     date, the closing sale price (or, if no closing price is reported, the last
     reported sale price) per share as reported in the composite transactions
     for the principal United States national or regional securities exchange on
     which Common Stock is so listed;

          (3) if Common Stock is not so listed on a United States national or
     regional securities exchange, the last closing sale price per share as
     reported by The Nasdaq Stock Market, Inc.;

                                      B-6

<PAGE>

          (4) if Common Stock is not so reported, the last quoted bid price for
     Common Stock in the over-the-counter market as reported by the National
     Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the market value of Common
     Stock on such date as determined by a nationally recognized independent
     investment banking firm retained for this purpose by the Company.

     A "Trading Day" means a day on which Common Stock (1) is not suspended from
trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of Common
Stock.

     In accordance with the terms of the Purchase Contract Agreement, the Holder
of this Treasury Unit shall pay the Purchase Price for the shares of the Common
Stock purchased pursuant to each Purchase Contract evidenced hereby either by
effecting a Cash Settlement, an Early Settlement or, if applicable, a Cash
Merger Early Settlement of each such Purchase Contract or by applying a
principal amount of the Pledged Treasury Securities underlying such Holder's
Treasury Unit equal to the Stated Amount of such Purchase Contract to the
purchase of the Common Stock. A Holder of Treasury Units who (1) does not on or
prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, notify the Purchase Contract
Agent of its intention to effect a Cash Settlement, or who does so notify the
Purchase Contract Agent but fails to make an effective Cash Settlement prior to
5:00 p.m. (New York City time) on the fourth Business Day immediately preceding
the Purchase Contract Settlement Date, (2) on or prior to 5:00 p.m. (New York
City time) on the fifth Business Day prior to the Purchase Contract Settlement
Date, does not make an effective Early Settlement, or (3) on or prior to 5:00
p.m. (New York City time) on the fifth Business Day prior to the Purchase
Contract Settlement Date, does not make an effective Cash Merger Early
Settlement, shall pay the Purchase Price for the shares of Common Stock to be
issued under the related Purchase Contract from the proceeds of the Pledged
Treasury Securities.

     The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the shares of Common Stock to be purchased thereunder in the manner set forth in
the Purchase Contract Agreement.

                                      B-7

<PAGE>

     The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register. Upon and
after the occurrence of a Termination Event, the Collateral Agent shall release
the Pledged Treasury Securities (as defined in the Pledge Agreement) forming a
part of each Treasury Unit. A Treasury Unit shall thereafter represent the right
to receive the Proceeds of the Treasury Security forming a part of such Treasury
Unit, in accordance with the terms of the Purchase Contract Agreement and the
Pledge Agreement.

     The Treasury Units Certificates are issuable only in registered form and
only in denominations of a single Treasury Unit and any integral multiple
thereof. The transfer of any Treasury Units Certificate will be registered and
Treasury Units Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement. No service charge shall be required for any
such registration of transfer or exchange, but the Company and the Purchase
Contract Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute Senior Notes, for Treasury Securities, thereby recreating Corporate
Units, shall be responsible for any fees or expenses associated therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract underlying a Treasury Unit remains in effect, such Treasury
Unit shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Treasury Unit in respect of the Treasury
Security and the Purchase Contract constituting such Treasury Unit may be
transferred and exchanged only as a Treasury Unit.

     Unless the Treasury Portfolio has replaced the Senior Notes as a component
of the Corporate Units and subject to the conditions set forth in the Purchase
Contract Agreement, a Holder of Treasury Units may recreate, at any time prior
to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, Corporate Units by delivering
to the Securities Intermediary Senior Notes with an aggregate principal amount,
equal to the aggregate principal amount at maturity of the Pledged Treasury
Securities in exchange for the release of such Pledged Treasury Securities in
accordance with the terms of the Purchase Contract Agreement and

                                      B-8

<PAGE>

the Pledge Agreement. From and after such substitution, the Holder's Units shall
be referred to as a "Corporate Unit". Any such creation of Corporate Units may
be effected only in multiples of 20 Treasury Units for 20 Corporate Units.

     If the Treasury Portfolio has replaced the Senior Notes as a component of
the Treasury Units, a Holder may, at any time on or prior to the second Business
Day immediately preceding the Purchase Contract Settlement Date, substitute
Treasury Securities for the Applicable Ownership Interests in the Treasury
Portfolio, but only in integral multiples of 20,000 Treasury Units. In such an
event, the Holder shall transfer Treasury Securities to the Collateral Agent,
and the Purchase Contract Agent shall instruct the Collateral Agent to release
the Pledge of and transfer to the Holder the appropriate Applicable Ownership
Interests in the Treasury Portfolio.

     The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Treasury Units Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City. If the book-entry system for the Corporate
Units has been terminated, the Contract Adjustment Payments will be payable, at
the option of the Company, by check mailed to the address of the Person entitled
thereto at such Person's address as it appears on the Security Register, or by
wire transfer to the account designated by such Person by a prior written notice
to the Purchase Contract Agent.

     The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register. Upon and
after the occurrence of a Termination Event, the Collateral Agent shall release
the Treasury Securities from the Pledge in accordance with the provisions of the
Pledge Agreement. A Treasury Unit shall thereafter represent the right to
receive the interest in the Treasury Security forming a part of such Treasury
Unit, in accordance with the terms of the Purchase Contract Agreement and the
Pledge Agreement.

     Subject to and upon compliance with the provisions of the Purchase Contract
Agreement, at the option of the Holder thereof, Purchase Contracts

                                      B-9

<PAGE>

underlying Units may be settled early ("Early Settlement") as provided in the
Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contract evidenced by this Certificate,
the Holder of this Treasury Units Certificate shall deliver to the Purchase
Contract Agent at the Corporate Trust Office an Election to Settle Early form
set forth below duly completed and accompanied by payment in the form of
immediately available funds payable to the order of the Company in an amount
(the "Early Settlement Amount") equal to the sum of:

          (i)  the product of (A) the Stated Amount times (B) the number of
     Purchase Contracts with respect to which the Holder has elected to effect
     Early Settlement, plus

          (ii) if such delivery is made with respect to any Purchase Contracts
     during the period from the close of business on any Record Date next
     preceding any Payment Date to the opening of business on such Payment Date,
     an amount equal to the Contract Adjustment Payments payable on such Payment
     Date with respect to such Purchase Contracts.

     Upon Early Settlement of Purchase Contracts by a Holder of the related
Units, the Pledged Treasury Securities underlying such Units shall be released
from the Pledge as provided in the Pledge Agreement and the Holder shall be
entitled to receive a number of shares of Common Stock on account of each
Purchase Contract forming part of a Treasury Unit as to which Early Settlement
is effected equal to 1.4011 shares of Common Stock per Purchase Contract (the
"Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the
same manner and at the same time as the Settlement Rate is adjusted as provided
in Section 5.04 of the Purchase Contract Agreement.

     Upon the occurrence of a Cash Merger, a Holder of Treasury Units may effect
Cash Merger Early Settlement of the Purchase Contract underlying such Treasury
Units pursuant to the terms of Section 5.04(b)(ii) of the Purchase Contract
Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by a Holder
of the related Treasury Units, the Pledged Treasury Securities underlying such
Treasury Units shall be released from the Pledge as provided in the Pledge
Agreement.

     Upon registration of transfer of this Treasury Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Treasury Units Certificate. The Company covenants and

                                      B-10

<PAGE>

agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees,
to be bound by the provisions of this paragraph.

     The Holder of this Treasury Units Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the Treasury Units evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Treasury Securities underlying this Treasury Units
Certificate pursuant to the Pledge Agreement. The Holder further covenants and
agrees, that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payments
in respect to the aggregate principal amount of the Pledged Treasury Securities
on the Purchase Contract Settlement Date shall be paid by the Collateral Agent
to the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

     Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

     The Purchase Contracts shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

     Prior to due presentment of this Certificate for registration or transfer,
the Company, the Purchase Contract Agent and its Affiliates and any agent of the
Company or the Purchase Contract Agent may treat the Person in whose name this
Treasury Units Certificate is registered as the owner of the Treasury Units
evidenced hereby for the purpose of receiving payments of interest on the
Treasury Securities, receiving payments of Contract Adjustment Payments (subject
to any applicable record date), performance of the Purchase Contracts and for
all other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Purchase Contract Agent nor any such agent shall be affected by notice to
the contrary.

     The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

                                      B-11

<PAGE>

     A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Purchase Contract Agent.

                                      B-12

<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                                    as tenants in common

UNIF GIFT MIN ACT:                           ___________ Custodian _____________
                                               (cust)                 (minor)
                                            Under Uniform Gifts to Minors Act of

                                            ____________________________________

TENANT:                                     as tenants by the entireties

JT TEN:                                     as joint tenants with right of
                                            survivorship and not as tenants in
                                            common

Additional abbreviations may also be used though not in the above list.

                              ____________________

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
         (Please insert Social Security or Taxpayer I.D. or other Identifying
                               Number of Assignee)

________________________________________________________________________________
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Corporate Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to transfer
said Corporate Units Certificates on the books of Baxter International Inc.,
with full power of substitution in the premises.

Dated: _____________________         Signature _________________________________

                                     NOTICE: The signature to this assignment
                                     must correspond with the name as it appears
                                     upon the face of the within Corporate Units
                                     Certificates in every particular, without
                                     alteration or enlargement or any change
                                     whatsoever.

     Signature Guarantee: ______________________________________________________

                                      B-13

<PAGE>

                             SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon settlement on or after the Purchase Contract Settlement Date of
the Purchase Contracts underlying the number of Treasury Units evidenced by this
Treasury Units Certificate be registered in the name of, and delivered, together
with a check in payment for any fractional share, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated: _____________________________________

If shares are to be registered in the       ____________________________________
name of and delivered to a Person           Signature
other than the Holder, please (i) print     Signature Guarantee:________________
such Person's name and address and          (if assigned to another person)
(ii) provide a guarantee of your
signature:
                                            REGISTERED HOLDER


                                            Please print name and address of
                                            Registered Holder:

_____________________________________
Name

                                            ____________________________________
                                            Name

_____________________________________
Address

                                            ____________________________________
                                            Address
_____________________________________
_____________________________________
_____________________________________

                                            ____________________________________
                                            ____________________________________
                                            ____________________________________

Social Security or other
Taxpayer Identification



Number, if any

                                      B-14

<PAGE>

              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

     The undersigned Holder of this Treasury Units Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early
Settlement upon a Cash Merger] in accordance with the terms of the Purchase
Contract Agreement with respect to the Purchase Contracts underlying the number
of Treasury Units evidenced by this Treasury Units Certificate specified below.
The option to effect [Early Settlement] [Cash Merger Early Settlement] may be
exercised only with respect to Purchase Contracts underlying Treasury Units with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock or
other securities deliverable upon such [Early Settlement] [Cash Merger Early
Settlement] be registered in the name of, and delivered, together with a check
in payment for any fractional share and any Treasury Units Certificate
representing any Treasury Units evidenced hereby as to which Cash Merger Early
Settlement of the related Purchase Contracts is not effected, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. Pledged Treasury Securities deliverable upon such [Early
Settlement] [Cash Merger Early Settlement] will be transferred in accordance
with the transfer instructions set forth below. If shares are to be registered
in the name of a Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.

Dated: _____________________       Signature ___________________________________



Signature Guarantee: ____________________

                                      B-15

<PAGE>

     Number of Units evidenced hereby as to which [Early Settlement] [Cash
Merger Early Settlement] of the related Purchase Contracts is being elected:

If shares of Common Stock or
Corporate Units Certificates are to be
registered in the name of and delivered    REGISTERED HOLDER
to and Pledged Senior Notes or the
Applicable Ownership Interests in the
Treasury Portfolio, as the case may be,
are to be transferred to a Person other    Please print name and address of
than the Holder, please print such         Registered Holder:
Person's name and address:




_______________________________________    _____________________________________
Name                                       Name



_______________________________________    _____________________________________
Address                                    Address



_______________________________________    _____________________________________
_______________________________________    _____________________________________
_______________________________________    _____________________________________


Social Security or other
Taxpayer Identification



Number, if any

                                      B-16

<PAGE>

     Transfer Instructions for Pledged Treasury Securities Transferable upon
[Early Settlement] [Cash Merger Early Settlement] or a Termination Event:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                      B-17

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

 The following increases or decreases in this Global Certificate have been made:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                                 Number of
                                                              Corporate Units
                     Amount of             Amount of            evidenced by
                    increase in           decrease in           this Global           Signature of
                     Number of             Number of            Certificate            authorized
                  Corporate Units       Corporate Unites       following such         signatory of
                  evidenced by the      evidenced by the        decrease or        Purchase Contract
Date             Global Certificate    Global Certificate         increase               Agent
- -----------------------------------------------------------------------------------------------------
<S>              <C>                   <C>                    <C>                  <C>
- -----------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

- -----------------------------------------------------------------------------------------------------
</TABLE>

                                      B-18

<PAGE>

                                                                       EXHIBIT C

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

Bank One Trust Company, N.A.
The Purchase Contract Agent
1 Bank One Plaza
Suite IL1-0823
Attention: Corporate Trust Administration
Fax: (312) 336-8840

     Re: [________ Corporate Units] [_______ Treasury Units] of Baxter
International Inc., a Delaware corporation (the "Company").

     The undersigned Holder hereby notifies you that it has delivered to Bank
One Trust Company, N.A., as Securities Intermediary, for credit to the
Collateral Account, $______ aggregate principal amount of [Senior Notes]
[Treasury Securities] in exchange for the [Pledged Senior Notes] [Pledged
Treasury Securities] held in the Collateral Account, in accordance with the
Pledge Agreement, dated as of December 17, 2002 (the "Pledge Agreement"; unless
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein), between you, the Company, the Collateral Agent, the
Custodial Agent and the Securities Intermediary. The undersigned Holder has paid
all applicable fees and expenses relating to such exchange. The undersigned
Holder hereby instructs you to instruct the Collateral Agent to release to you
on behalf of the undersigned Holder the [Pledged Senior Notes] [Pledged Treasury
Securities] related to such [Corporate Units] [Treasury Units].

Date: _____________________          ___________________________________________
                                     Signature



                              Signature Guarantee: _____________________________

                                      C-1

<PAGE>

Please print name and address of Registered Holder:



___________________________________         ____________________________________
Name                                        Social Security or other Taxpayer
                                            Identification Number, if any



Address


___________________________________

___________________________________

___________________________________

___________________________________

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                       NOTICE FROM PURCHASE CONTRACT AGENT
                                   TO HOLDERS

         (Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]



________________________________

________________________________

Attention:
Telecopy: __________

     Re:  [__________ Corporate Units] [______ Treasury Units] of Baxter
          International Inc., a Delaware corporation (the "Company")

     Please refer to the Purchase Contract Agreement, dated as of December 17,
2002 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and [Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) and]
Treasury Units from time to time.

     We hereby notify you that a Termination Event has occurred and that [the
Senior Notes] [Applicable Ownership Interests (as specified in clause (i) of the
definition of such term) in the Treasury Portfolio] [the Treasury Securities]
compromising a portion of your ownership interest in _____ [Corporate Units]
[Treasury Units] have been released and are being held by us for your account
pending receipt of transfer instructions with respect to such [Senior
Notes][Treasury Securities] (the "Released Securities").

     Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Corporate
Units][Treasury Units] effected through book-entry or by delivery to us of your
[Corporate Units Certificate][Treasury Units Certificate], we shall transfer the
Released Securities by book-entry transfer or other appropriate procedures, in
accordance with your instructions. In the event you fail to effect such transfer
or delivery, the Released Securities and any distributions thereon, shall be
held in our name, or a nominee in trust for your benefit, until such time as
such [Corporate Units][Treasury Units] are transferred or your [Corporate Units

                                      D-1

<PAGE>

Certificate] [Treasury Units Certificate] is surrendered or satisfactory
evidence is provided that such [Corporate Units Certificate][Treasury Units
Certificate] has been destroyed, lost or stolen, together with any
indemnification that we or the Company may require.


Date:                                       By: BANK ONE TRUST COMPANY, N.A.,
                                                as the Purchase Contract Agent

                                                ________________________________
                                                Name:
                                                Title: Authorized Signatory

                                      D-2

<PAGE>

                                                                       EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH

Bank One Trust Company, N.A.
The Purchase Contract Agent
1 Bank One Plaza
Suite IL1-0823
Attention: Corporate Trust Administration
Fax: (312) 336-8840

     Re:  [_______ Corporate Units] [Treasury Units] of Baxter International
          Inc., a Delaware corporation (the "Company")

     The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.02 of the Purchase Contract Agreement, dated as of December 17, 2002
(the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, prior to
or on 11:00 a.m. (New York City time) on the [fourth] Business Day immediately
preceding the Purchase Contract Settlement Date (in lawful money of the Unit ed
States by certified or cashiers' check or wire transfer, in immediately
available funds), $______ as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company with respect to _____ Purchase Contracts
on the Purchase Contract Settlement Date. The undersigned Holder hereby
instructs you to notify promptly the Collateral Agent of the undersigned
Holders' election to make such Cash Settlement with respect to the Purchase
Contracts related to such Holder's [Corporate Units] [Treasury Units].

Date: _______________________       ____________________________________________
                                    Signature

                                    Signature Guarantee: _______________________

Please print name and address of Registered Holder:

___________________________________


___________________________________

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                       NOTICE FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
              (Settlement of Purchase Contract through Remarketing)

Bank One Trust Company, N.A.
The Collateral Agent
1 Bank One Plaza
Suite IL1-0823
Attention: Corporate Trust Administration
Fax: (312) 336-8840

     Re:  __________ Corporate Units of Baxter International Inc., a Delaware
          corporation (the "Company")

     Please refer to the Purchase Contract Agreement, dated as of December 17,
2002 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Corporate Units from time to time.

     In accordance with Section 5.02 of the Purchase Contract Agreement and,
based on notices of [Early Settlements][Cash Settlements] received from Holders
of Corporate Units as of 5:00 p.m. (New York City time), on the fifth Business
Day immediately preceding the [Initial] [Final] Remarketing Date, we hereby
notify you that an aggregate principal amount of $______ Senior Notes are to be
tendered for purchase in the Remarketing.

Date:                                       By: Bank One Trust Company, N.A.
                                                as the Purchase Contract Agent




                                            By: ________________________________
                                                Name:
                                                Title: Authorized Signatory

                                      F-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>dex43.txt
<DESCRIPTION>PLEDGE AGREEMENT
<TEXT>
<PAGE>
                                                                     Exhibit 4.3

                                                                  EXECUTION COPY



                            BAXTER INTERNATIONAL INC.

                                       and

       BANK ONE TRUST COMPANY, N.A., as Collateral Agent, Custodial Agent
                          and Securities Intermediary

                                       and

            BANK ONE TRUST COMPANY, N.A., as Purchase Contract Agent



                                PLEDGE AGREEMENT


                          Dated as of December 17, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                   ARTICLE 1
                                  Definitions

Section 1.01.  Definitions ................................................    2

                                    ARTICLE 2
                                     Pledge

Section 2.01.  Pledge .....................................................    6
Section 2.02.  Control ....................................................    6
Section 2.03.  Termination ................................................    7

                                    ARTICLE 3
                       Distributions on Pledged Collateral

Section 3.01.  Income and Distributions ...................................    7
Section 3.02.  Principal Payments Following Termination Event .............    7
Section 3.03.  Principal Payments Prior to or on Purchase Contract
        Settlement Date ...................................................    7
Section 3.04.  Payments to Purchase Contract Agent ........................    8
Section 3.05.  Assets Not Properly Released ...............................    8

                                    ARTICLE 4
                                     Control

Section 4.01.  Establishment of Collateral Account ........................    9
Section 4.02.  Treatment as Financial Assets ..............................    9
Section 4.03.  Sole Control by Collateral Agent ...........................    9
Section 4.04.  Securities Intermediary's Location .........................   10
Section 4.05.  No Other Claims ............................................   10
Section 4.06.  Investment and Release .....................................   10
Section 4.07.  Statements and Confirmations ...............................   10
Section 4.08.  Tax Allocations ............................................   10
Section 4.09.  No Other Agreements ........................................   10
Section 4.10.  Powers Coupled with an Interest ............................   11
Section 4.11.  Waiver Of Lien; Waiver Of Set-off ..........................   11
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                           <C>
                                    ARTICLE 5
          Initial Deposit; Creation of Treasury Units and Recreation of
                                 Corporate Units

Section 5.01.  Initial Deposit of Senior Notes .............................  11
Section 5.02.  Creation of Treasury Units ..................................  11
Section 5.03.  Recreation of Corporate Units ...............................  13
Section 5.04.  Termination Event ...........................................  14
Section 5.05.  Cash Settlement .............................................  15
Section 5.06.  Early Settlement and Cash Merger Early Settlement ...........  17
Section 5.07.  Application of Proceeds in Settlement of Purchase Contracts..  18

                                    ARTICLE 6
                      Voting Rights B Pledged Senior Notes

Section 6.01.  Voting Rights ...............................................  21

                                    ARTICLE 7
                               Rights and Remedies

Section 7.01.  Rights and Remedies of the Collateral Agent .................  21
Section 7.02.  Special Event Redemption ....................................  23
Section 7.03.  Successful Initial Remarketing ..............................  23
Section 7.04.  Substitutions ...............................................  23

                                    ARTICLE 8
                    Representations and Warranties; Covenants

Section 8.01.  Representations and Warranties ..............................  24
Section 8.02.  Covenants ...................................................  24

                                    ARTICLE 9
    The Collateral Agent, the Custodial Agent and the Securities Intermediary

Section 9.01.  Appointment, Powers and Immunities ..........................  25
Section 9.02.  Instructions of the Company .................................  26
Section 9.03.  Reliance by Collateral Agent and Securities Intermediary ....  26
Section 9.04.  Certain Rights ..............................................  27
Section 9.05.  Merger, Conversion, Consolidation or Succession to Business..  27
Section 9.06.  Rights in Other Capacities ..................................  28
Section 9.07.  Non-reliance on Collateral Agent, the Custodial Agent and
        Securities Intermediary ............................................  28
Section 9.08.  Compensation and Indemnity ..................................  28
Section 9.09.  Failure to Act ..............................................  29
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                           <C>
Section 9.10.  Resignation of Collateral Agent, the Custodial Agent and
        Securities Intermediary ............................................  30
Section 9.11.  Right to Appoint Agent or Advisor ...........................  31
Section 9.12.  Survival ....................................................  32
Section 9.13.  Exculpation .................................................  32

                                   ARTICLE 10
                                    Amendment

Section 10.01.  Amendment Without Consent of Holders .......................  32
Section 10.02.  Amendment with Consent of Holders ..........................  32
Section 10.03.  Execution of Amendments ....................................  34
Section 10.04.  Effect of Amendments .......................................  34
Section 10.05.  Reference of Amendments ....................................  34

                                   ARTICLE 11
                                  Miscellaneous

Section 11.01.  No Waiver ..................................................  34
Section 11.02.  Governing Law; Submission to Jurisdiction ..................  35
Section 11.03.  Notices ....................................................  35
Section 11.04.  Successors and Assigns .....................................  35
Section 11.05.  Counterparts ...............................................  35
Section 11.06.  Severability ...............................................  36
Section 11.07.  Expenses, Etc ..............................................  36
Section 11.08.  Security Interest Absolute .................................  36
Section 11.09.  Notice of Special Event, Special Event Redemption and
        Termination Event ..................................................  37
</TABLE>


EXHIBITS

Exhibit A - Instruction from Purchase Contract Agent to Collateral Agent
        (Creation of Treasury Units)
Exhibit B - Instruction from Collateral Agent to Securities Intermediary
        (Creation of Treasury Units)
Exhibit C - Instruction from Purchase Contract Agent to Collateral Agent
        (Recreation of Corporation Units)
Exhibit D - Instruction from Collateral Agent to Securities Intermediary
        (Recreation of Corporation Units)
Exhibit E - Notice of Cash Settlement from Collateral Agent to Purchase
        Contract Agent
Exhibit F - Instruction to Custodial Agent Regarding Remarketing
Exhibit G - Instruction to Custodial Agent Regarding Withdrawal From
        Remarketing

                                       iii

<PAGE>

                                PLEDGE AGREEMENT

         PLEDGE AGREEMENT dated as of December 17, 2002 among BAXTER
INTERNATIONAL INC., a Delaware corporation (the "Company"), BANK ONE TRUST
COMPANY, N.A., a national banking association, as collateral agent (in such
capacity, together with its successors in such capacity, the "Collateral
Agent"), as custodial agent (in such capacity, together with its successors in
such capacity, the "Custodial Agent"), and as securities intermediary (as
defined in Sections 8-102(a)(14) of the UCC) with respect to the Collateral
Account (in such capacity, together with its successors in such capacity, the
"Securities Intermediary"), and BANK ONE TRUST COMPANY, N.A., a national banking
association, as purchase contract agent and as attorney-in-fact of the Holders
from time to time of the Units (in such capacity, together with its successors
in such capacity, the "Purchase Contract Agent") under the Purchase Contract
Agreement.

                                    RECITALS

         WHEREAS, the Company and the Purchase Contract Agent are parties to the
Purchase Contract Agreement dated as of the date hereof (as modified and
supplemented and in effect from time to time, the "Purchase Contract
Agreement"), pursuant to which 22,000,000 Corporate Units will be issued.

         WHEREAS, each Corporate Unit, at issuance, consists of a unit comprised
of (a) a stock purchase contract (a "Purchase Contract") pursuant to which the
Holder will purchase from the Company on the Purchase Contract Settlement Date,
for an amount equal to $50.00 (the "Stated Amount"), a number of shares of the
Company's common stock, par value $1.00 per share, together with the Rights
evidenced by such common stock to the extent provided in the Rights Agreement
("Common Stock"), equal to the Settlement Rate and (b) either a Senior Note or
an Applicable Ownership Interest in the Treasury Portfolio.

         WHEREAS, pursuant to the terms of the Purchase Contract Agreement and
the Purchase Contracts, the Holders of the Units have irrevocably authorized the
Purchase Contract Agent, as attorney-in-fact of such Holders, among other
things, to execute and deliver this Agreement on behalf of such Holders and to
grant the pledge provided herein of the Collateral to secure the Obligations.

         NOW, THEREFORE, the Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Purchase Contract Agent agree as follows:

<PAGE>

                                    ARTICLE 1
                                   Definitions

         Section 1.01.  Definitions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

         (a)  the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision;

         (b)  the following terms which are defined in the UCC shall have the
meanings set forth therein: "certificated security," "control," "financial
asset," "entitlement order," "securities account" and "security entitlement";

         (c)  capitalized terms used herein and not defined herein have the
meanings assigned to them in the Purchase Contract Agreement; and

         (d)  the following terms have the meanings given to them in this
Section 1.01(d):

         "Agreement" means this Pledge Agreement, as the same may be amended,
modified or supplemented from time to time.

         "Cash" means any coin or currency of the United States as at the time
shall be legal tender for payment of public and private debts.

         "Collateral" means the collective reference to:

              (i)   the Collateral Account and all investment property and other
         financial assets from time to time credited to the Collateral Account
         and all security entitlements with respect thereto, including, without
         limitation, (A) the Senior Notes and security entitlements relating
         thereto that are a component of the Corporate Units from time to time,
         (B) the Applicable Ownership Interests (as specified in clause (i) of
         the definition of such term) of the Holders with respect to the
         Treasury Portfolio which are a component of the Corporate Units from
         time to time; (C) any Treasury Securities and security entitlements
         relating thereto delivered from time to time upon creation of Treasury
         Units in accordance with Section 5.02 hereof and (D) payments made by
         Holders pursuant to Section 5.05 hereof;

              (ii)  all Proceeds of any of the foregoing (whether such Proceeds
         arise before or after the commencement of any proceeding under any
         applicable bankruptcy, insolvency or other similar law, by or against
         the pledgor or with respect to the pledgor); and

                                        2

<PAGE>

              (iii) all powers and rights now owned or hereafter acquired under
         or with respect to the Collateral.

         "Collateral Account" means the securities account of Bank One Trust
Company, N.A., a national banking association, as Collateral Agent, maintained
by the Securities Intermediary and designated "Bank One Trust Company, N.A., as
Collateral Agent of Baxter International Inc., as pledgee of Bank One Trust
Company, N.A., as the Purchase Contract Agent on behalf of and as
attorney-in-fact for the Holders".

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor shall have become such pursuant
to the applicable provisions of the Purchase Contract Agreement, and thereafter
"Company" shall mean such successor.

         "Corporate Unit" means the collective rights and obligations of a
Holder of a Corporate Units Certificate in respect of a Senior Note or an
appropriate Applicable Ownership Interests in the Treasury Portfolio, as the
case may be, subject in each case to the Pledge thereof, and the related
Purchase Contract; provided that the appropriate Applicable Ownership Interests
(as specified in clause (ii) of the definition of such term) in the Treasury
Portfolio shall not be subject to the Pledge.

         "Corporate Units Certificate " means a certificate evidencing the
rights and obligations of a Holder in respect of the number of Corporate Units
specified on such certificate.

         "Obligations" means, with respect to each Holder, all obligations and
liabilities of such Holder under such Holder's Purchase Contract, the Purchase
Contract Agreement and this Agreement or any other document made, delivered or
given in connection herewith or therewith, in each case whether on account of
principal, interest (including, without limitation, interest accruing before and
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to such Holder, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding), fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Company or the
Collateral Agent or the Securities Intermediary that are required to be paid by
the Holder pursuant to the terms of any of the foregoing agreements).

         "Permitted Investments" means any one of the following, in each case
maturing on the Business Day following the date of acquisition:

              (1)   any evidence of indebtedness with an original maturity of
         365 days or less issued, or directly and fully guaranteed or insured,
         by the

                                        3

<PAGE>

         United States of America or any agency or instrumentality thereof
         (provided that the full faith and credit of the United States of
         America is pledged in support of the timely payment thereof or such
         indebtedness constitutes a general obligation of it);

              (2)   deposits, certificates of deposit or acceptances with an
         original maturity of 365 days or less of any institution which is a
         member of the Federal Reserve System having combined capital and
         surplus and undivided profits of not less than $500 million at the time
         of deposit (and which may include the Collateral Agent);

              (3)   investments with an original maturity of 365 days or less of
         any Person that is fully and unconditionally guaranteed by a bank
         referred to in clause (2);

              (4)   repurchase agreements and reverse repurchase agreements
         relating to marketable direct obligations issued or unconditionally
         guaranteed by the United States of America or issued by any agency
         thereof and backed as to timely payment by the full faith and credit of
         the United States of America;

              (5)   investments in commercial paper, other than commercial paper
         issued by the Company or its affiliates, of any corporation
         incorporated under the laws of the United States or any State thereof,
         which commercial paper has a rating at the time of purchase at least
         equal to "A-1" by Standard & Poor's Ratings Services ("S&P") or at
         least equal to "P-1" by Moody's Investors Service, Inc. ("Moody's");
         and

              (6)   investments in money market funds (including, but not
         limited to, money market funds managed by the Collateral Agent or an
         affiliate of the Collateral Agent) registered under the Investment
         Company Act of 1940, as amended, rated in the highest applicable rating
         category by S&P or Moody's.

         "Person" means any legal person, including, without limitation, any
individual, corporation, estate, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

         "Pledge" means the lien and security interest created by this
Agreement.

         "Pledged Applicable Ownership Interests" means the Applicable Ownership
Interests (as specified in clause (i) of the definition thereof) of the Holders
with respect to the Treasury Portfolio and security entitlements with

                                        4

<PAGE>

respect thereto from time to time credited to the Collateral Account and not
then released from the Pledge.

         "Pledged Senior Notes" means Senior Notes and security entitlements
with respect thereto from time to time credited to the Collateral Account and
not then released from the Pledge.

         "Pledged Securities" means the Pledged Senior Notes, the Pledged
Applicable Ownership Interests and the Pledged Treasury Securities,
collectively.

         "Pledged Treasury Securities" means Treasury Securities and security
entitlements with respect thereto from time to time credited to the Collateral
Account and not then released from the Pledge.

         "Proceeds" has the meaning ascribed thereto in the UCC and includes,
without limitation, all interest, dividends, cash, instruments, securities,
financial assets and other property received, receivable or otherwise
distributed upon the sale (including, without limitation the Remarketing),
exchange, collection or disposition of any financial assets from time to time
held in the Collateral Account.

         "Purchase Contract Agent" has the meaning specified in the paragraph
preceding the recitals of this Agreement.

         "Separate Senior Notes" means Senior Notes which are not components of
Corporate Units.

         "TRADES" means the Treasury/Reserve Automated Debt Entry System
maintained by the Federal Reserve Bank of New York pursuant to the TRADES
Regulations.

         "TRADES Regulations" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, as amended from
time to time. Unless otherwise defined herein, all terms defined in the TRADES
Regulations are used herein as therein defined.

         "Transfer" means (i) in the case of certificated securities in
registered form, delivery as provided in `8-301(a) of the UCC, indorsed to the
transferee or in blank by an effective endorsement; (ii) in the case of Treasury
Securities, registration of the transferee as the owner of such Treasury
Securities on TRADES; and (iii) in the case of security entitlements, including,
without limitation, security entitlements with respect to Treasury Securities, a
securities intermediary indicating by book entry that such security entitlement
has been credited to the transferee's securities account.

                                        5

<PAGE>

         "Treasury Securities" means zero-coupon U.S. treasury securities that
mature on February 15, 2006 (CUSIP No. 912803AJ2).

         "Treasury Unit" means, following the substitution of Treasury
Securities for Senior Notes as collateral to secure a Holder's Obligations, the
collective rights and obligations of a Holder of a Treasury Units Certificate in
respect of such Treasury Securities, subject to the Pledge thereof, and the
related Purchase Contract.

         "Treasury Units Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Treasury Units specified
on such certificate.

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time.

         "Value" means, with respect to any item of Collateral on any date, as
to (1) Cash, the face amount thereof, (2) Treasury Securities or Senior Notes,
the aggregate principal amount thereof at maturity and (3) Applicable Ownership
Interests (as specified in clause (i) of the definition of such term), the
appropriate percentage of the aggregate principal amount at maturity of the
Treasury Portfolio.

                                    ARTICLE 2
                                     Pledge

         Section 2.01.  Pledge. Each Holder, acting through the Purchase
Contract Agent as such Holder's attorney-in-fact, and the Purchase Contract
Agent, acting solely as such attorney-in-fact, hereby pledges and grants to the
Collateral Agent, as agent of and for the benefit of the Company, a continuing
first priority security interest in and to, and a lien upon and right of set-off
against, all of such Person's right, title and interest in and to the Collateral
to secure the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations. The
Collateral Agent shall have all of the rights, remedies and recourses with
respect to the Collateral afforded a secured party by the UCC, in addition to,
and not in limitation of, the other rights, remedies and recourses afforded to
the Collateral Agent by this Agreement.

         Section 2.02.  Control.

         (a)  The Collateral Agent shall have control of the Collateral Account
pursuant to the provisions of Article 4 of this Agreement.

                                        6

<PAGE>

         Section 2.03.  Termination. As to each Holder, this Agreement and the
Pledge created hereby shall terminate upon the satisfaction of such Holder's
Obligations. Upon such termination, the Collateral Agent shall instruct the
Securities Intermediary to Transfer such Holder's portion of the Collateral to
the Purchase Contract Agent for distribution to such Holder, free and clear of
the Pledge created hereby.

                                    ARTICLE 3
                       Distributions on Pledged Collateral

         Section 3.01.  Income and Distributions. The Collateral Agent shall
transfer all income and distributions received by the Collateral Agent on
account of the Pledged Senior Notes, the Pledged Applicable Ownership Interests
or Permitted Investments from time to time held in the Collateral Account (ABA
No. 071000013, A/C No. 2600099401, Re: Baxter International Inc.) to the
Purchase Contract Agent for distribution to the applicable Holders as provided
in the Purchase Contracts or Purchase Contract Agreement.

         Section 3.02.  Principal Payments Following Termination Event.
Following a Termination Event, the Collateral Agent shall transfer all principal
payments it receives, if any, in respect of (1) the Pledged Senior Notes, (2)
the Pledged Applicable Ownership Interests, and (3) the Pledged Treasury
Securities, to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective
interests, free and clear of the Pledge created hereby.

         Section 3.03.  Principal Payments Prior to or on Purchase Contract
Settlement Date.

         (a)   Subject to the provisions of Section 5.06, and except as provided
in Section 3.03(b) below, if no Termination Event shall have occurred, all
principal payments received by the Securities Intermediary in respect of (1) the
Pledged Senior Notes, (2) the Pledged Applicable Ownership Interests and (3) the
Pledged Treasury Securities, shall be held and invested in Permitted Investments
until the Purchase Contract Settlement Date, and transferred to the Company on
the Purchase Contract Settlement Date as provided in Section 5.07 hereof. Any
balance remaining in the Collateral Account shall be released from the Pledge
and transferred to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective
interests, free and clear of the Pledge created thereby. The Company shall
instruct the Collateral Agent in writing as to the type of Permitted Investments
in which any payments made under this Section 3.03(a) shall be invested,
provided, however, that if the Company fails to deliver such instructions by
10:30 a.m. (New York City time) on the day such payments are received by the
Securities

                                        7

<PAGE>

Intermediary, the Collateral Agent shall instruct the Securities Intermediary to
invest such payments in the Permitted Investments described in clause (6) of the
definition of Permitted Investments. In no event shall the Collateral Agent be
liable for the selection of Permitted Investments or for investment losses
incurred thereon. The Collateral Agent shall have no liability in respect of
losses incurred as a result of the failure of the Company to provide timely
written investment direction.

         (b)   All principal payments received by the Securities Intermediary in
respect of (1) the Pledged Senior Notes, (2) the Applicable Ownership Interests
(as specified in clause (i) of the definition thereof) in the Treasury Portfolio
and (3) the Treasury Securities or security entitlements thereto, that, in each
case, have been released from the Pledge pursuant hereto shall be transferred to
the Purchase Contract Agent for the benefit of the applicable Holders for
distribution to such Holders in accordance with their respective interests.

         Section 3.04.  Payments to Purchase Contract Agent. The Securities
Intermediary shall use commercially reasonable efforts to deliver payments to
the Purchase Contract Agent hereunder to the account designated by the Purchase
Contract Agent for such purpose not later than 12:00 p.m. (New York City time)
on the Business Day such payment is received by the Securities Intermediary;
provided, however, that if such payment is received on a day that is not a
Business Day or after 11:00 a.m. (New York City time) on a Business Day, then
the Securities Intermediary shall use commercially reasonable efforts to deliver
such payment to the Purchase Contract Agent no later than 10:30 a.m. (New York
City time) on the next succeeding Business Day.

         Section 3.05.  Assets Not Properly Released. If the Purchase Contract
Agent or any Holder shall receive any principal payments on account of financial
assets credited to the Collateral Account and not released therefrom in
accordance with this Agreement, the Purchase Contract Agent or such Holder shall
hold the same as trustee of an express trust for the benefit of the Company and,
upon receipt of an Officers' Certificate of the Company so directing, promptly
deliver the same to the Securities Intermediary for credit to the Collateral
Account or to the Company for application to the Obligations of the Holders, and
the Purchase Contract Agent and Holders shall acquire no right, title or
interest in any such payments of principal amounts so received. The Purchase
Contract Agent shall have no liability under this Section 3.05 unless and until
it has been notified in writing that such payment was delivered to it
erroneously and shall have no liability for any action taken, suffered or
omitted to be taken prior to its receipt of such notice.

                                        8

<PAGE>

                                    ARTICLE 4
                                     Control

         Section 4.01.  Establishment of Collateral Account. The Securities
Intermediary hereby confirms that:

         (a)   the Securities Intermediary has established the Collateral
Account;

         (b)   the Collateral Account is a securities account;

         (c)   subject to the terms of this Agreement, the Securities
Intermediary shall identify in its records the Collateral Agent as the
entitlement holder entitled to exercise the rights that comprise any financial
asset credited to the Collateral Account;

         (d)   all property delivered to the Securities Intermediary pursuant to
this Agreement or the Purchase Contract Agreement, including any Applicable
Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the
definition thereof) and the Permitted Investments, will be credited promptly to
the Collateral Account; and

         (e)   all securities or other property underlying any financial assets
credited to the Collateral Account shall be (i) registered in the name of the
Purchase Contract Agent and indorsed to the Securities Intermediary or in blank,
(ii) registered in the name of the Securities Intermediary or (iii) credited to
another securities account maintained in the name of the Securities
Intermediary. In no case will any financial asset credited to the Collateral
Account be registered in the name of the Purchase Contract Agent or any Holder
or specially indorsed to the Purchase Contract Agent or any Holder, unless such
financial asset has been further indorsed to the Securities Intermediary or in
blank.

         Section 4.02.  Treatment as Financial Assets. Each item of property
(whether investment property, financial asset, security, instrument or cash)
credited to the Collateral Account shall be treated as a financial asset.

         Section 4.03.  Sole Control by Collateral Agent. Except as provided in
Section 6.01, at all times prior to the termination of the Pledge, the
Collateral Agent shall have sole control of the Collateral Account, and the
Securities Intermediary shall take instructions and directions with respect to
the Collateral Account solely from the Collateral Agent. If at any time the
Securities Intermediary shall receive an entitlement order issued by the
Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Purchase Contract Agent or any Holder or any other Person. Except as
otherwise permitted under this Agreement, until termination of the Pledge, the
Securities Intermediary will not

                                        9

<PAGE>

comply with any entitlement orders issued by the Purchase Contract Agent or any
Holder.

         Section 4.04.  Securities Intermediary's Location. The Collateral
Account, and the rights and obligations of the Securities Intermediary, the
Collateral Agent, the Purchase Contract Agent and the Holders with respect
thereto, shall be governed by the laws of the State of New York. Regardless of
any provision in any other agreement, for purposes of the UCC, New York shall be
deemed to be the Securities Intermediary's jurisdiction.

         Section 4.05.  No Other Claims. Except for the claims and interest of
the Collateral Agent and of the Purchase Contract Agent and the Holders in the
Collateral Account, the Securities Intermediary (without having conducted any
investigation) does not know of any claim to, or interest in, the Collateral
Account or in any financial asset credited thereto. If any Person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against the Collateral
Account or in any financial asset carried therein, the Securities Intermediary
will promptly notify the Collateral Agent and the Purchase Contract Agent.

         Section 4.06.  Investment and Release. All proceeds of financial assets
from time to time deposited in the Collateral Account shall be invested and
reinvested as provided in this Agreement. At all times prior to termination of
the Pledge, no property shall be released from the Collateral Account except in
accordance with this Agreement or upon written instructions of the Collateral
Agent.

         Section 4.07.  Statements and Confirmations. The Securities
Intermediary will promptly send copies of all statements, confirmations and
other correspondence concerning the Collateral Account and any financial assets
credited thereto simultaneously to each of the Purchase Contract Agent and the
Collateral Agent at their addresses for notices under this Agreement.

         Section 4.08.  Tax Allocations. The Purchase Contract Agent shall
report all items of income, gain, expense and loss recognized in the Collateral
Account, to the extent such reporting is required by law, to the Internal
Revenue Service authorities in the manner required by law. Neither the
Securities Intermediary nor the Collateral Agent shall have any tax reporting
duties hereunder.

         Section 4.09.  No Other Agreements. The Securities Intermediary has not
entered into, and prior to the termination of the Pledge will not enter into,
any agreement with any other Person relating to the Collateral Account or any
financial assets credited thereto, including, without limitation, any agreement
to comply with entitlement orders of any Person other than the Collateral Agent.

                                       10

<PAGE>

         Section 4.10.  Powers Coupled with an Interest. The rights and powers
granted in this Article 4 to the Collateral Agent have been granted in order to
perfect its security interests in the Collateral Account, are powers coupled
with an interest and will be affected neither by the bankruptcy of the Purchase
Contract Agent or any Holder nor by the lapse of time. The obligations of the
Securities Intermediary under this Article 4 shall continue in effect until the
termination of the Pledge.

         Section 4.11.  Waiver Of Lien; Waiver Of Set-off. The Securities
Intermediary waives any security interest, lien or right to make deductions or
set-offs that it may now have or hereafter acquire in or with respect to the
Collateral Account, any financial asset credited thereto or any security
entitlement in respect thereof. Neither the financial assets credited to the
Collateral Account nor the security entitlements in respect thereof will be
subject to deduction, set-off, banker's lien, or any other right in favor of any
person other than the Company.

                                    ARTICLE 5
          Initial Deposit; Creation of Treasury Units and Recreation of
                                 Corporate Units

         Section 5.01.  Initial Deposit of Senior Notes. (a) Prior to or
concurrently with the execution and delivery of this Agreement, the Purchase
Contract Agent, on behalf of the initial Holders of the Corporate Units, shall
Transfer to the Securities Intermediary, for credit to the Collateral Account,
the Senior Notes or security entitlements relating thereto, and, in the case of
security entitlements, the Securities Intermediary shall indicate by book-entry
that a securities entitlement to such Senior Notes has been credited to the
Collateral Account.

         (a)  The Collateral Agent may, at any time or from time to time, in its
sole discretion, cause any or all securities or other property underlying any
financial assets credited to the Collateral Account to be registered in the name
of the Securities Intermediary, the Collateral Agent or their respective
nominees; provided, however, that unless any Event of Default (as defined in the
Indenture) shall have occurred and be continuing, the Collateral Agent agrees
not to cause any Senior Notes to be so re-registered.

         Section 5.02.  Creation of Treasury Units.

         (a)   Unless the Treasury Portfolio has replaced the Senior Notes as a
component of the Corporate Units, a Holder of Corporate Units shall have the
right, at any time prior to 5:00 p.m. (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, to create
Treasury Units by substitution of Treasury Securities or security entitlements
with

                                       11

<PAGE>

respect thereto for the Pledged Senior Notes comprising a part of such Holder's
Corporate Units, in integral multiples of 20 Corporate Units by:

               (i)   Transferring to the Collateral Agent for credit to the
         Collateral Account Treasury Securities or security entitlements with
         respect thereto having a Value equal to the aggregate principal amount
         of the Pledged Senior Notes to be released, accompanied by a notice,
         substantially in the form of Exhibit C to the Purchase Contract
         Agreement, whereupon the Purchase Contract Agent shall deliver to the
         Collateral Agent a notice, substantially in the form of Exhibit A
         hereto, (A) stating that such Holder has notified the Purchase Contract
         Agent that such Holder has Transferred Treasury Securities or security
         entitlements with respect thereto to the Collateral Agent for credit to
         the Collateral Account, (B) stating the Value of the Treasury
         Securities or security entitlements with respect thereto Transferred by
         such Holder and (C) requesting that the Collateral Agent release from
         the Pledge the Pledged Senior Notes that are a component of such
         Corporate Units; and

               (ii)  delivering the related Corporate Units to the Purchase
         Contract Agent.

         Upon receipt of such notice and confirmation that Treasury Securities
or security entitlements with respect thereto have been credited to the
Collateral Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice, substantially in the form of
Exhibit B, to release such Pledged Senior Notes from the Pledge by Transfer to
the Purchase Contract Agent for distribution to such Holder, free and clear of
the Pledge created hereby.

         If the Treasury Portfolio has replaced the Senior Notes as a component
of the Corporate Units and subject to the conditions of the Purchase Contract
Agreement, a Holder of Corporate Units may, at any time on or prior to the
second Business Day immediately preceding the Purchase Contract Settlement Date,
substitute Treasury Securities for the Applicable Ownership Interests in the
Treasury Portfolio with respect to such Corporate Units, but only in multiples
of 20,000 Corporate Units. In such an event, the Holder shall transfer the
required amount of Treasury Securities to the Securities Intermediary, for
credit to the Collateral Account, and the Purchase Contract Agent shall request
the Collateral Agent to instruct the Securities Intermediary to release the
Pledge of and transfer to the Holder the appropriate Applicable Ownership
Interests in the Treasury Portfolio in the manner set forth above.

         (b)   Upon credit to the Collateral Account of Treasury Securities or
security entitlements with respect thereto delivered by a Holder of Corporate
Units and receipt of the related instruction from the Collateral Agent, the

                                       12

<PAGE>

Securities Intermediary shall release such Pledged Senior Notes or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, and shall
promptly Transfer the same to the Purchase Contract Agent for distribution to
such Holder, free and clear of the Pledge created hereby.

         Section 5.03.  Recreation of Corporate Units.

         (a)   Unless the Treasury Portfolio has replaced the Senior Notes as a
component of the Corporate Units, at any time prior to 5:00 p.m. (New York City
time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, a Holder of Treasury Units shall have the right to recreate
Corporate Units by substitution of Senior Notes or security entitlements with
respect thereto for Pledged Treasury Securities in integral multiples of 20
Treasury Units by:

               (i)      Transferring to the Securities Intermediary for credit
         to the Collateral Account Senior Notes or security entitlements with
         respect thereto having a principal amount equal to the Value of the
         Pledged Treasury Securities to be released, accompanied by a notice,
         substantially in the form of Exhibit C to the Purchase Contract
         Agreement, whereupon the Purchase Contract Agent shall deliver to the
         Collateral Agent a notice, substantially in the form of Exhibit C
         hereto, stating that such Holder has Transferred the Senior Notes or
         security entitlements with respect thereto to the Collateral Account
         for credit to the Collateral Account and requesting that the Collateral
         Agent release from the Pledge the Pledged Treasury Securities related
         to such Treasury Units; and

               (ii)     delivering the related Treasury Units to the Purchase
         Contract Agent.

         Upon receipt of such notice and confirmation that Senior Notes or
security entitlements with respect thereto have been credited to the Collateral
Account as described in such notice, the Collateral Agent shall instruct the
Securities Intermediary by a notice substantially in the form of Exhibit D
hereto to release such Pledged Treasury Securities from the Pledge by Transfer
to the Purchase Contract Agent for distribution to such Holder, free and clear
of the Pledge created hereby.

         If the Treasury Portfolio has replaced the Senior Notes as a component
of the Corporate Units, a Holder of Treasury Units may, at any time on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date, substitute the Applicable Ownership Interests in the Treasury
Portfolio for the Pledged Treasury Securities with respect to such Treasury
Units, but only in multiples of 20,000 Treasury Units. In such an event, the
Holder shall Transfer the required Applicable Ownership Interests in the
Treasury Portfolio to the

                                       13

<PAGE>

Securities Intermediary, for credit to the Collateral Account, and the Purchase
Contract Agent shall request the Collateral Agent to instruct the Securities
Intermediary to release and Transfer to the Holder the Pledged Treasury
Securities in the manner set forth above.

         (b)   Upon credit to the Collateral Account of Senior Notes or security
entitlements with respect thereto or Applicable Ownership Interests in the
Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the
related instruction from the Collateral Agent, the Securities Intermediary shall
release such Pledged Treasury Securities and shall promptly Transfer the same to
the Purchase Contract Agent for distribution to such Holder, free and clear of
the Pledge created hereby.

         Section 5.04.  Termination Event.

         (a)   Upon receipt by the Collateral Agent of written notice from the
Company or the Purchase Contract Agent that a Termination Event has occurred,
the Collateral Agent shall release all Collateral from the Pledge and shall
promptly instruct the Securities Intermediary to Transfer:

               (i)      any Pledged Senior Notes or security entitlements with
         respect thereto or Pledged Applicable Ownership Interests;

               (ii)     any Pledged Treasury Securities, and

               (iii)    any payments by Holders (or the Permitted Investments of
         such payments) pursuant to Section 5.05 hereof,

to the Purchase Contract Agent for the benefit of the Holders for distribution
to such Holders, in accordance with their respective interests, free and clear
of the Pledge created hereby; provided, however, if any Holder shall be entitled
to receive less than $1,000 with respect to its interest in the Applicable
Ownership Interests (as specified in clause (i) of the definition of such term)
in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but
not the obligation) to dispose of such interest for cash and deliver to such
Holder cash in lieu of delivering the Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) in the Treasury
Portfolio.

         (b)   If such Termination Event shall result from the Company's
becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall
for any reason fail promptly to effectuate the release and Transfer of all
Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury
Securities and payments by Holders (or the Permitted Investments of such
payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the
case may be, as provided by this Section 5.04, the Purchase Contract Agent
shall:

                                       14

<PAGE>

               (i)      use its best efforts to obtain an opinion of a
         nationally recognized law firm to the effect that, notwithstanding the
         Company's being the debtor in such a bankruptcy case, the Collateral
         Agent will not be prohibited from releasing or Transferring the
         Collateral as provided in this Section 5.04, and shall deliver or cause
         to be delivered such opinion to the Collateral Agent within ten days
         after the occurrence of such Termination Event, and if (A) the Purchase
         Contract Agent shall be unable to obtain such opinion within ten days
         after the occurrence of such Termination Event or (B) the Collateral
         Agent shall continue, after delivery of such opinion, to refuse to
         effectuate the release and Transfer of all Pledged Senior Notes,
         Pledged Applicable Ownership Interests, Pledged Treasury Securities and
         the payments by Holders (or the Permitted Investments of such payments)
         pursuant to Section 5.05 hereof and Proceeds of any of the foregoing,
         as the case may be, as provided in this Section 5.04, then the Purchase
         Contract Agent shall within fifteen days after the occurrence of such
         Termination Event commence an action or proceeding in the court having
         jurisdiction of the Company's case under the Bankruptcy Code seeking an
         order requiring the Collateral Agent to effectuate the release and
         transfer of all Pledged Senior Notes, Pledged Applicable Ownership
         Interests, Pledged Treasury Securities and the payments by Holders (or
         the Permitted Investments of such payments) pursuant to Section 5.05
         hereof and Proceeds of any of the foregoing, or as the case may be, as
         provided by this Section 5.04; and

               (ii)     commence an action or proceeding like that described in
         Section 5.04(b)(i) hereof within ten days after the occurrence of such
         Termination Event.

         Section 5.05.  Cash Settlement.

         (a)   Upon receipt by the Collateral Agent of (1) a notice from the
Purchase Contract Agent promptly after the receipt by the Purchase Contract
Agent of a notice from a Holder of Corporate Units or Treasury Units that such
Holder has elected, in accordance with the procedures specified in Section
5.02(b)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect
a Cash Settlement and (2) payment by such Holder by deposit in the Collateral
Account prior to 11:00 a.m. (New York City time) on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date of the Purchase
Price in lawful money of the United States by certified or cashier's check or
wire transfer of immediately available funds payable to or upon the order of the
Securities Intermediary, then the Collateral Agent shall:

               (i)      instruct the Securities Intermediary promptly to invest
         any such Cash in Permitted Investments;

                                       15

<PAGE>

               (ii)     instruct the Securities Intermediary to release from the
         Pledge such Holder's related Pledged Senior Notes, Pledged Applicable
         Ownership Interests and Pledged Treasury Securities, as applicable, as
         to which such Holder has effected a Cash Settlement pursuant to this
         Section 5.05(a); and

               (iii)    instruct the Securities Intermediary to Transfer all
         such Pledged Senior Notes, Pledged Applicable Ownership Interests and
         the Pledged Treasury Securities, as the case may be, to the Purchase
         Contract Agent for distribution to such Holder, in each case free and
         clear of the Pledge created hereby.

         The Company shall instruct the Collateral Agent in writing as to the
type of Permitted Investments in which any such Cash shall be invested;
provided, however, that if the Company fails to deliver such written
instructions by 10:30 a.m. (New York City time) on the day such Cash is received
by the Collateral Agent or to be reinvested by the Securities Intermediary, the
Collateral Agent shall instruct the Securities Intermediary to invest such Cash
in the Permitted Investments described in clause (6) of the definition of
Permitted Investments. In no event shall the Collateral Agent or Securities
Intermediary be liable for the selection of Permitted Investments or for
investment losses incurred thereon. The Collateral Agent and Securities
Intermediary shall have no liability in respect of losses incurred as a result
of the failure of the Company to provide timely written investment direction.

         Upon receipt of the proceeds upon the maturity of the Permitted
Investments on the Purchase Contract Settlement Date, the Collateral Agent shall
(A) instruct the Securities Intermediary to pay the portion of such proceeds and
deliver any certified or cashier's checks received, in an aggregate amount equal
to the Purchase Price, to the Company on the Purchase Contract Settlement Date,
and (B) release any amounts in excess of the Purchase Price earned from such
Permitted Investments to the Purchase Contract Agent for distribution to such
Holder.

         (b)   If a Holder of Corporate Units (unless the Treasury Portfolio has
replaced the Senior Notes as a component of such Corporate Units) (i) fails to
notify the Purchase Contract Agent of its intention to make a Cash Settlement as
provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does
notify the Purchase Contract Agent of its intention to pay the Purchase Price in
cash, but fails to make such payment as required by Section 5.02(b)(ii) of the
Purchase Contract Agreement, such Holder shall be deemed to have consented to
the disposition of such Holder's Pledged Senior Notes in accordance with Section
5.02(b)(iii) of the Purchase Contract Agreement.

                                       16

<PAGE>

         (c)   If a Holder of a Treasury Unit or a Holder of a Corporate Unit
(if the Treasury Portfolio has replaced the Senior Notes as a component of such
Corporate Unit) (i) fails to notify the Purchase Contract Agent of its intention
to make a Cash Settlement as provided in Section 5.02(d)(i) of the Purchase
Contract Agreement or (ii) does notify the Purchase Contract Agent as provided
in Section 5.02(d)(ii) of the Purchase Contract Agreement of its intention to
pay the Purchase Price in cash, but fails to make such payment as required by
Section 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be
deemed to have elected to pay the Purchase Price in accordance with Section
5.02(d)(iii) of the Purchase Contract Agreement.

         (d)   As soon as practicable after 11:00 a.m. (New York City time) on
the fourth Business Day immediately preceding the Purchase Contract Settlement
Date, the Collateral Agent shall deliver to the Purchase Contract Agent a
notice, substantially in the form of Exhibit E hereto, stating (i) the amount of
Cash that it has received with respect to the Cash Settlement of Corporate
Units, (ii) the amount of Cash that it has received with respect to the Cash
Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be
remarketed in the Final Remarketing pursuant to Section 5.02(b)(iii) of the
Purchase Contract Agreement.

         (e)   If there has been a Failed Final Remarketing, as soon as
practicable after 11:00 a.m. (New York City time) on the Business Day
immediately preceding the Purchase Contract Settlement Date, the Collateral
Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the
amount of Cash that it has received with respect to the Cash Settlement of
Corporate Units, (ii) the amount of Cash that it has received with respect to
the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior
Notes with respect to which an automatic deemed exercise of the Put Right has
occurred pursuant to Section 5.02(c)(iii) of the Purchase Contract Agreement.

         Section 5.06.  Early Settlement and Cash Merger Early Settlement. Upon
receipt by the Collateral Agent of a notice from the Purchase Contract Agent
that a Holder of Units has elected to effect either (i) Early Settlement of its
obligations under the Purchase Contracts forming a part of such Units in
accordance with the terms of the Purchase Contracts and Section 5.07 of the
Purchase Contract Agreement or (ii) Cash Merger Early Settlement of its
obligations under the Purchase Contracts forming a part of such Units in
accordance with the terms of the Purchase Contracts and Section 5.04(b)(ii) of
the Purchase Contract Agreement (which notice shall set forth the number of such
Purchase Contracts as to which such Holder has elected to effect Early
Settlement or Cash Merger Early Settlement), and that the Purchase Contract
Agent has received from such Holder, and paid to the Company as confirmed in
writing by the Company, the related Purchase Price pursuant to the terms of the
Purchase Contracts and the Purchase Contract Agreement and that all conditions
to such Early Settlement or Cash

                                       17

<PAGE>

Merger Early Settlement, as the case may be, have been satisfied, then the
Collateral Agent shall release from the Pledge, (1) Pledged Senior Notes or the
Pledged Applicable Ownership Interests in the case of a Holder of Corporate
Units or (2) Pledged Treasury Securities, in the case of a Holder of Treasury
Units, in each case with a Value equal to the product of (x) the Stated Amount
times (y) the number of Purchase Contracts as to which such Holder has elected
to effect Early Settlement or Cash Merger Early Settlement, and shall instruct
the Securities Intermediary to Transfer all such Pledged Applicable Ownership
Interests or Pledged Senior Notes or Pledged Treasury Securities, as the case
may be, to the Purchase Contract Agent for distribution to such Holder, in each
case free and clear of the Pledge created hereby. A holder of Treasury Units may
settle early only in integral multiples of 20 Treasury Units, and a Holder of
Corporate Units, if the Treasury Portfolio has replaced the Senior Notes as a
component of such Corporate Units, may settle early only in integral multiples
of 20,000 Corporate Units.

         Section 5.07.  Application of Proceeds in Settlement of Purchase
Contracts.

         (a)   If a Holder of Corporate Units (unless the Treasury Portfolio has
replaced the Senior Notes as a component of such Corporate Units) has not
elected to make an effective Cash Settlement by notifying the Purchase Contract
Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract
Agreement or does notify the Purchase Contract Agent as provided in paragraph
5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the
Purchase Price in cash, but fails to make such payment as required by paragraph
5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to
have elected to pay for the shares of Common Stock to be issued under such
Purchase Contracts from the Proceeds of the Final Remarketing of the related
Pledged Senior Notes. In the event of a Successful Final Remarketing, the
Collateral Agent shall instruct the Securities Intermediary to Transfer the
related Pledged Senior Notes to the Remarketing Agent, upon confirmation of
deposit by the Remarketing Agent of the Proceeds of such Final Remarketing
(less, to the extent permitted by the Remarketing Agreement, the Remarketing
Fee) in the Collateral Account. The Collateral Agent shall instruct the
Securities Intermediary to invest the Proceeds of the Final Remarketing in
Permitted Investments set forth in clause (6) of the definition of Permitted
Investments. On the Purchase Contract Settlement Date, the Collateral Agent
shall, in consultation with the Purchase Contract Agent, instruct the Securities
Intermediary to remit a portion of the Proceeds from such Final Remarketing
equal to the aggregate principal amount of such Pledged Senior Notes to satisfy
in full such Holder's obligations to pay the Purchase Price to purchase the
shares of Common Stock under the related Purchase Contracts and to remit the
balance of the Proceeds from the Final Remarketing, if any, to the Purchase
Contract Agent for distribution to such Holder.

                                       18

<PAGE>

         Upon a Failed Final Remarketing, each Holder of Corporate Units (unless
the Treasury Portfolio has replaced the Senior Notes represented by such
Corporate Units) that has not elected to make an effective Cash Settlement by
notifying the Purchase Contract Agent in the manner provided for in Section
5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase
Contract Agent as provided in paragraph 5.02(e)(i) of the Purchase Contract
Agreement of its intention to pay the Purchase Price in cash, but fails to make
such payment as required by paragraph 5.02(e)(ii) of the Purchase Contract
Agreement, shall be deemed to have exercised such Holder's Put Right with
respect to the Senior Notes that are a component of Corporate Units. Upon
exercise of the Put Right with respect to such Senior Notes, the Company shall
on the Purchase Contract Settlement Date cause the aggregate Put Price with
respect to such Senior Notes to be deposited in the Collateral Account and the
Collateral Agent shall cause the Securities Intermediary to remit the Purchase
Price for the shares of Common Stock to be issued under the related Purchase
Contract from a portion of the Proceeds of the Put Right to the Company in full
satisfaction of the Holder's obligations under the related Purchase Contract;
provided that if the Company shall fail to pay the Put Price when due, the
Company shall be deemed to have netted the Holders' obligations to pay the
aggregate Purchase Price under such Purchase Contracts against the Company's
obligation to pay the Put Price in full satisfaction of the Holders' obligations
under the Purchase Contracts. Following such payment or netting of the Put
Price, the Holders' obligations to pay the Purchase Price under the Purchase
Contracts will be deemed to be satisfied in full, and the Collateral Agent shall
cause the Securities Intermediary to release the Pledged Senior Notes from the
Collateral Account and shall promptly deliver the Pledged Senior Notes to the
Company. Thereafter, the Collateral Agent shall promptly remit the remaining
portion, if any, of the Put Price in excess of the aggregate Purchase Price
under such Purchase Contracts to the Purchase Contract Agent for payment to the
Holder of the Corporate Units to which such Senior Notes relate.

         (b)   If a Holder of a Treasury Unit or a Holder of a Corporate Unit
(if the Treasury Portfolio has replaced the Senior Notes as a component of such
Corporate Unit) has not elected to make an effective Cash Settlement by
notifying the Purchase Contract Agent in the manner provided for in Section
5.02(d)(i) of the Purchase Contract Agreement, or has given such notice but
failed to make such payment in the manner required by Section 5.02(d)(ii) of the
Purchase Contract Agreement, such Holder shall be deemed to have elected to pay
for the shares of Common Stock to be issued under such Purchase Contracts from
the Proceeds of the related Pledged Treasury Securities or Pledged Applicable
Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York
City time) on the Business Day immediately prior to the Purchase Contract
Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the
maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests,

                                       19

<PAGE>

as the case may be, in Permitted Investments set forth in clause (6) of the
definition of Permitted Investments, unless prior to 10:30 a.m. (New York City
time) on such date, the Company shall otherwise instruct the Collateral Agent in
writing as to the type of Permitted Investments in which any such Cash Proceeds
shall be invested. In no event shall the Collateral Agent be liable for the
selection of Permitted Investments or for investment losses incurred thereon.
The Collateral Agent shall have no liability in respect of losses incurred as a
result of the failure of the Company to provide timely written investment
direction. Without receiving any instruction from any Holder, the Collateral
Agent shall instruct the Securities Intermediary to remit the Proceeds of the
related Pledged Treasury Securities or Pledged Applicable Ownership Interests,
as the case may be, to the settlement of such Purchase Contracts on the Purchase
Contract Settlement Date. In the event the sum of the Proceeds from the related
Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the
case may be, and the investment earnings from the investment in Permitted
Investments exceeds the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall instruct the Securities Intermediary
to transfer such excess, when received, to the Purchase Contract Agent for
distribution to Holders.

         (c)   Prior to 5:00 p.m. (New York City time) on the fifth Business Day
immediately preceding the applicable Remarketing Date, but no earlier than the
Payment Date immediately preceding such date, Holders of Separate Senior Notes
may elect to have their Separate Senior Notes remarketed under the Remarketing
Agreement, by delivering their Separate Senior Notes along with a notice of such
election, substantially in the form of Exhibit F hereto, to the Custodial Agent.
After such time, such election shall become an irrevocable election to have such
Separate Senior Notes remarketed in such Remarketing. The Custodial Agent shall
hold Separate Senior Notes in an account separate from the Collateral Account in
which the Pledged Securities shall be held. Holders of Separate Senior Notes
electing to have their Separate Senior Notes remarketed will also have the right
to withdraw that election by written notice to the Custodial Agent,
substantially in the form of Exhibit G hereto, prior to 5:00 p.m. (New York City
time) on the fifth Business Day immediately preceding the applicable Remarketing
Date, upon which notice the Custodial Agent shall return such Separate Senior
Notes to such Holder.

         By 11:00 a.m. (New York City time) on the Business Day immediately
preceding the applicable Remarketing Date, the Custodial Agent shall notify the
Remarketing Agent of the aggregate principal amount of the Separate Senior Notes
to be remarketed and deliver to the Remarketing Agent for remarketing all
Separate Senior Notes delivered to the Custodial Agent pursuant to this Section
5.07(c) and not validly withdrawn prior to such date. In the event of a
Successful Remarketing, after deducting the Remarketing Fee, the Remarketing
Agent will remit to the Custodial Agent the remaining portion of the proceeds of
such Remarketing for payment to the Holders of the remarketed Separate Senior
Notes,

                                       20

<PAGE>

in accordance with their respective interests. In the event of a Failed
Remarketing, the Remarketing Agent will promptly return such Separate Senior
Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing,
the Custodial Agent shall deliver such Separate Senior Notes to the appropriate
Holders.

                                    ARTICLE 6
                      Voting Rights B Pledged Senior Notes

         Section 6.01.  Voting Rights. Subject to the terms of Section 4.02 of
the Purchase Contract Agreement, the Purchase Contract Agent may exercise, or
refrain from exercising, any and all voting and other consensual rights
pertaining to the Pledged Senior Notes or any part thereof for any purpose not
inconsistent with the terms of this Agreement and in accordance with the terms
of the Purchase Contract Agreement; provided, that the Purchase Contract Agent
shall not exercise or shall not refrain from exercising such right, as the case
may be, if, in the judgment of the Purchase Contract Agent, such action would
impair or otherwise have a material adverse effect on the value of all or any of
the Pledged Senior Notes; and provided, further, that the Purchase Contract
Agent shall give the Company and the Collateral Agent at least five Business
Days' prior written notice of the manner in which it intends to exercise, or its
reasons for refraining from exercising, any such right. Upon receipt of any
notices and other communications in respect of any Pledged Senior Notes,
including notice of any meeting at which holders of the Senior Notes are
entitled to vote or solicitation of consents, waivers or proxies of holders of
the Senior Notes, the Collateral Agent shall use reasonable efforts to send
promptly to the Purchase Contract Agent such notice or communication, and as
soon as reasonably practicable after receipt of a written request therefor from
the Purchase Contract Agent, execute and deliver to the Purchase Contract Agent
such proxies and other instruments in respect of such Pledged Senior Notes (in
form and substance satisfactory to the Collateral Agent) as are prepared by the
Company and delivered to the Purchase Contract Agent with respect to the Pledged
Senior Notes.

                                    ARTICLE 7
                               Rights and Remedies

         Section 7.01.  Rights and Remedies of the Collateral Agent.

         (a)   In addition to the rights and remedies specified in Section 5.07
hereof or otherwise available at law or in equity, after an event of default (as
specified in Section 7.01(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured party
under

                                       21

<PAGE>

the UCC (whether or not the UCC is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (1) retention of the Pledged
Senior Notes, Pledged Treasury Securities or the applicable Pledged Applicable
Ownership Interests in full satisfaction of the Holders' obligations under the
Purchase Contracts and the Purchase Contract Agreement or (2) sale of the
Pledged Senior Notes, Pledged Treasury Securities or the applicable Pledged
Applicable Ownership Interests in one or more public or private sales.

         (b)   Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of the applicable Pledged Applicable
Ownership Interests, or on account of principal payments of any Pledged Treasury
Securities as provided in Article 3 hereof, in satisfaction of the Obligations
of the Holder of the Units of which such applicable Pledged Applicable Ownership
Interests or such Pledged Treasury Securities, as applicable, are a part under
the related Purchase Contracts, the inability to make such payments shall
constitute an event of default hereunder and the Collateral Agent shall have and
may exercise, with reference to such Pledged Treasury Securities or Pledged
Applicable Ownership Interests, as applicable, any and all of the rights and
remedies available to a secured party under the UCC and the TRADES Regulations
after default by a debtor, and as otherwise granted herein or under any other
law.

         (c)   Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the principal amount of
the Pledged Senior Notes, (ii) the principal amount of the Pledged Treasury
Securities and (iii) the principal amount of the Pledged Applicable Ownership
Interests, subject, in each case, to the provisions of Article 3 hereof, and as
otherwise granted herein.

         (d)   The Purchase Contract Agent and each Holder of Units agrees that,
from time to time, upon the written request of the Collateral Agent or the
Purchase Contract Agent, such Holder shall execute and deliver such further
documents and do such other acts and things as the Collateral Agent may
reasonably request in order to maintain the Pledge, and the perfection and
priority thereof, and to confirm the rights of the Collateral Agent hereunder.
The Purchase Contract Agent shall have no liability to any Holder for executing
any documents or taking any such acts requested by the Collateral Agent
hereunder, except for liability for its own grossly negligent acts, its own
grossly negligent failure to act or its own willful misconduct.

                                       22

<PAGE>

         Section 7.02.  Special Event Redemption. Upon the occurrence of a
Special Event Redemption while Senior Notes are still credited to the Collateral
Account, the Collateral Agent is hereby authorized to present the Pledged Senior
Notes for payment as may be required by their respective terms and to direct the
Indenture Trustee to remit the Redemption Price to the Securities Intermediary
for credit to the Collateral Account, on or prior to 12:30 p.m., New York City
time on such Special Event Redemption Date, by federal funds check or wire
transfer of immediately available funds. Upon receipt of such funds, the Pledged
Senior Notes shall be released from the Collateral Account and promptly
transferred to the Company. Upon the crediting of such funds to the Collateral
Account, the Collateral Agent, at the written direction of the Company, shall
instruct the Securities Intermediary to (a) apply an amount equal to the
Redemption Amount of such funds to purchase the Treasury Portfolio from the
Quotation Agent, (b) credit to the Collateral Account the Applicable Ownership
Interests specified in clause (i) of the definition of such term and (c)
promptly remit the remaining portion of such funds, if any, to the Purchase
Contract Agent for payment to the Holders of Corporate Units, in accordance with
their respective interests.

         Section 7.03.  Successful Initial Remarketing. In the event of a
Successful Remarketing prior to the Final Remarketing Date, the Collateral Agent
shall, at the direction of the Company, instruct the Securities Intermediary to
(i) Transfer the Pledged Senior Notes to the Remarketing Agent upon confirmation
of deposit by the Remarketing Agent of the Proceeds of such Successful
Remarketing (after deducting any Remarketing Fee) in the Collateral Account,
(ii) apply an amount equal to the Treasury Portfolio Purchase Price to purchase
from the Quotation Agent the Treasury Portfolio, (iii) credit the Applicable
Ownership Interests specified in clause (i) of the definition of such term to
the Collateral Account, and (iv) promptly remit the remaining portion of such
Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate
Units, in accordance with their respective interests. With respect to Separate
Senior Notes, any Proceeds of such Remarketing (after deducting any Remarketing
Fee) attributable to the Separate Senior Notes will be remitted to the Custodial
Agent for payment to the holders of Separate Senior Notes. The Pledged
Applicable Ownership Interests thus credited to the Collateral Account will
secure the obligation of all Holders of Corporate Units to purchase Common Stock
of the Company under the Purchase Contracts constituting a part of such
Corporate Units, in substitution for the Pledged Senior Notes, which shall be
released from the Collateral Account. In the event of a Failed Final
Remarketing, the Pledged Senior Notes shall remain credited to the Collateral
Account and Section 5.07 shall apply.

         Section 7.04.  Substitutions. Whenever a Holder has the right to
substitute Treasury Securities, Senior Notes or security entitlements for any of
them or the appropriate Applicable Ownership Interest (as defined in clause (i)
of the definition of such term) in the Treasury Portfolio, as the case may be,
for financial

                                       23

<PAGE>

assets held in the Collateral Account, such substitution shall not constitute a
novation of the security interest created hereby.

                                    ARTICLE 8
                    Representations and Warranties; Covenants

         Section 8.01.  Representations and Warranties. Each Holder from time to
time, acting through the Purchase Contract Agent as attorney-in-fact (it being
understood that the Purchase Contract Agent shall not be liable for any
representation or warranty made by or on behalf of a Holder), hereby represents
and warrants to the Collateral Agent (with respect to such Holder's interest in
the Collateral), which representations and warranties shall be deemed repeated
on each day a Holder Transfers Collateral, that:

         (a)   such Holder has the power to grant a security interest in and
lien on the Collateral;

         (b)   such Holder is the sole beneficial owner of the Collateral and,
in the case of Collateral delivered in physical form, is the sole holder of such
Collateral and is the sole beneficial owner of, or has the right to Transfer,
the Collateral it Transfers to the Collateral Agent for credit to the Collateral
Account, free and clear of any security interest, lien, encumbrance, call,
liability to pay money or other restriction other than the security interest and
lien granted under Article 2 hereof;

         (c)   upon the Transfer of the Collateral to the Collateral Agent for
credit to the Collateral Account, the Collateral Agent, for the benefit of the
Company, will have a valid and perfected first priority security interest
therein (assuming that any central clearing operation or any securities
intermediary or other entity not within the control of the Holder involved in
the Transfer of the Collateral, including the Collateral Agent and the
Securities Intermediary, gives the notices and takes the action required of it
hereunder and under applicable law for perfection of that interest and assuming
the establishment and exercise of control pursuant to Article 4 hereof); and

         (d)   the execution and performance by the Holder of its obligations
under this Agreement will not result in the creation of any security interest,
lien or other encumbrance on the Collateral other than the security interest and
lien granted under Article 2 hereof or violate any provision of any existing law
or regulation applicable to it or of any mortgage, charge, pledge, indenture,
contract or undertaking to which it is a party or which is binding on it or any
of its assets.

         Section 8.02.  Covenants. The Holders from time to time, acting through
the Purchase Contract Agent as their attorney-in-fact (it being understood that
the

                                       24

<PAGE>

Purchase Contract Agent shall not be liable for any covenant made by or on
behalf of a Holder), hereby covenant to the Collateral Agent that for so long as
the Collateral remains subject to the Pledge:

         (a)   neither the Purchase Contract Agent nor such Holders will create
or purport to create or allow to subsist any mortgage, charge, lien, pledge or
any other security interest whatsoever over the Collateral or any part of it
other than pursuant to this Agreement; and

         (b)   neither the Purchase Contract Agent nor such Holders will sell or
otherwise dispose (or attempt to dispose) of the Collateral or any part of it
except for the beneficial interest therein, subject to the Pledge hereunder,
transferred in connection with the Transfer of the Units.

                                    ARTICLE 9
    The Collateral Agent, the Custodial Agent and the Securities Intermediary

         It is hereby agreed as follows:

         Section 9.01.  Appointment, Powers and Immunities. The Collateral
Agent, the Custodial Agent or Securities Intermediary shall act as agent for the
Company hereunder with such powers as are specifically vested in the Collateral
Agent, the Custodial Agent or Securities Intermediary, as the case may be, by
the terms of this Agreement. The Collateral Agent, the Custodial Agent and
Securities Intermediary shall:

         (a)   have no duties or responsibilities except those expressly set
forth in this Agreement and no implied covenants or obligations shall be
inferred from this Agreement against the Collateral Agent, the Custodial Agent
and Securities Intermediary, nor shall the Collateral Agent, the Custodial Agent
and Securities Intermediary be bound by the provisions of any agreement by any
party hereto beyond the specific terms hereof;

         (b)   not be responsible for any recitals contained in this Agreement,
or in any certificate or other document referred to or provided for in, or
received by it under, this Agreement, the Units or the Purchase Contract
Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement (other than as against the
Collateral Agent, the Custodial Agent or Securities Intermediary, as the case
may be), the Units, any Collateral or the Purchase Contract Agreement or any
other document referred to or provided for herein or therein or for any failure
by the Company or any other Person (except the Collateral Agent, the Custodial
Agent or Securities Intermediary, as the case may be) to perform any of its
obligations hereunder or thereunder or for the

                                       25

<PAGE>

perfection, priority or, except as expressly required hereby, maintenance of any
security interest created hereunder;

         (c)   not be required to initiate or conduct any litigation or
collection proceedings hereunder (except pursuant to directions furnished under
Section 9.02 hereof, subject to Section 9.08 hereof);

         (d)   not be responsible for any action taken or omitted to be taken by
it hereunder or under any other document or instrument referred to or provided
for herein or in connection herewith or therewith, except for its own gross
negligence or willful misconduct; and

         (e)   not be required to advise any party as to selling or retaining,
or taking or refraining from taking any action with respect to, any securities
or other property deposited hereunder.

         Subject to the foregoing, during the term of this Agreement, the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall take
all reasonable action in connection with the safekeeping and preservation of the
Collateral hereunder as determined by industry standards.

         No provision of this Agreement shall require the Collateral Agent,
Custodial Agent or Securities Intermediary to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder. In no event shall the Collateral Agent, Custodial Agent or Securities
Intermediary be liable for any amount in excess of the Value of the Collateral.

         Section 9.02.  Instructions of the Company. The Company shall have the
right, by one or more written instruments executed and delivered to the
Collateral Agent, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent,
or to direct the taking or refraining from taking of any action authorized by
this Agreement; provided, however, that (i) such direction shall not conflict
with the provisions of any law or of this Agreement or involve the Collateral
Agent in personal liability and (ii) the Collateral Agent shall be indemnified
to its satisfaction as provided herein. Nothing contained in this Section 9.02
shall impair the right of the Collateral Agent in its discretion to take any
action or omit to take any action which it deems proper and which is not
inconsistent with such direction. None of the Collateral Agent, the Custodial
Agent or the Securities Intermediary has any obligation or responsibility to
file UCC financing statements.

         Section 9.03.  Reliance by Collateral Agent and Securities
Intermediary. Each of the Securities Intermediary, the Custodial Agent and the
Collateral Agent shall be entitled to rely conclusively upon any certification,
order, judgment,

                                       26

<PAGE>

opinion, notice or other written communication (including, without limitation,
any thereof by e-mail or similar electronic means, telecopy, telex or facsimile)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons (without being required to determine
the correctness of any fact stated therein) and consult with and conclusively
rely upon advice, opinions and statements of legal counsel and other experts
selected by the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be. As to any matters not expressly provided for
by this Agreement, the Collateral Agent, the Custodial Agent and the Securities
Intermediary shall in all cases be fully protected in acting, or in refraining
from acting, hereunder in accordance with instructions given by the Company in
accordance with this Agreement.

         Section 9.04.  Certain Rights. (a) Whenever in the administration of
the provisions of this Agreement the Collateral Agent, the Custodial Agent or
the Securities Intermediary shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of gross negligence or bad faith on
the part of the Collateral Agent, the Custodial Agent or the Securities
Intermediary, be deemed to be conclusively proved and established by a
certificate signed by one of the Company's officers, and delivered to the
Collateral Agent, the Custodial Agent or the Securities Intermediary and such
certificate, in the absence of gross negligence or bad faith on the part of the
Collateral Agent, the Custodial Agent or the Securities Intermediary, shall be
full warrant to the Collateral Agent, the Custodial Agent or the Securities
Intermediary for any action taken, suffered or omitted by it under the
provisions of this Agreement upon the faith thereof.

         (a)   The Collateral Agent, the Custodial Agent or the Securities
Intermediary shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, entitlement order, approval or other paper or
document.

         Section 9.05.  Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Collateral Agent, the Custodial Agent
or the Securities Intermediary may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall be a party, or any corporation succeeding to the
business of the Collateral Agent, the Custodial Agent or the Securities
Intermediary shall be the successor of the Collateral Agent, the Custodial Agent
or the Securities Intermediary hereunder without the execution or filing of any
paper with any party hereto or any further act on the part of any of the parties
hereto except where an instrument of transfer or assignment is required by law
to effect such succession, anything herein to the contrary notwithstanding.

                                       27

<PAGE>

         Section 9.06.  Rights in Other Capacities. The Collateral Agent, the
Custodial Agent and the Securities Intermediary and their affiliates may
(without having to account therefor to the Company) accept deposits from, lend
money to, make their investments in and generally engage in any kind of banking,
trust or other business with the Purchase Contract Agent, any other Person
interested herein and any Holder of Units (and any of their respective
subsidiaries or affiliates) as if it were not acting as the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, and the
Collateral Agent, the Custodial Agent, the Securities Intermediary and their
affiliates may accept fees and other consideration from the Purchase Contract
Agent and any Holder of Units without having to account for the same to the
Company; provided that each of the Securities Intermediary, the Custodial Agent
and the Collateral Agent covenants and agrees with the Company that it shall not
accept, receive or permit there to be created in favor of itself and shall take
no affirmative action to permit there to be created in favor of any other
Person, any security interest, lien or other encumbrance of any kind in or upon
the Collateral other than the lien created by the Pledge.

         Section 9.07.  Non-reliance on Collateral Agent, the Custodial Agent
and Securities Intermediary. None of the Securities Intermediary, the Custodial
Agent or the Collateral Agent shall be required to keep itself informed as to
the performance or observance by the Purchase Contract Agent or any Holder of
Units of this Agreement, the Purchase Contract Agreement, the Units or any other
document referred to or provided for herein or therein or to inspect the
properties or books of the Purchase Contract Agent or any Holder of Units. None
of the Collateral Agent, the Custodial Agent or the Securities Intermediary
shall have any duty or responsibility to provide the Company with any credit or
other information concerning the affairs, financial condition or business of the
Purchase Contract Agent or any Holder of Units (or any of their respective
affiliates) that may come into the possession of the Collateral Agent, the
Custodial Agent or the Securities Intermediary or any of their respective
affiliates.

         Section 9.08.  Compensation and Indemnity. The Company agrees to:

         (a)   pay the Collateral Agent, the Custodial Agent and the Securities
Intermediary from time to time such compensation as shall be agreed in writing
between the Company and the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be, for all services rendered by them
hereunder;

         (b)   indemnify and hold harmless the Collateral Agent, the Custodial
Agent, the Securities Intermediary and each of their respective directors,
officers, agents and employees (collectively, the "Indemnitees"), from and
against any and all claims, liabilities, losses, damages, fines, penalties and
expenses (including reasonable fees and expenses of counsel) (collectively,
"Losses" and

                                       28

<PAGE>

individually, a "Loss") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them for following any instructions or other
directions upon which either the Collateral Agent, the Custodial Agent or the
Securities Intermediary is entitled to rely pursuant to the terms of this
Agreement, provided that the Collateral Agent, the Custodial Agent or the
Securities Intermediary has not acted with gross negligence or engaged in
willful misconduct or bad faith with respect to the specific Loss against which
indemnification is sought; and

         (c)   in addition to and not in limitation of paragraph (b) immediately
above, indemnify and hold the Indemnitees and each of them harmless from and
against any and all Losses that may be imposed on, incurred by or asserted
against, the Indemnitees or any of them in connection with or arising out of the
Collateral Agent's, the Custodial Agent's or the Securities Intermediary's
acceptance or performance of its powers and duties under this Agreement,
provided the Collateral Agent, the Custodial Agent or the Securities
Intermediary has not acted with gross negligence or engaged in willful
misconduct or bad faith with respect to the specific Loss against which
indemnification is sought.

         The provisions of this Section and Section 11.07 shall survive the
resignation or removal of the Collateral Agent, Custodial Agent or Securities
Intermediary and the termination of this Agreement.

         Section 9.09.  Failure to Act. In the event of any ambiguity in the
provisions of this Agreement or any dispute between or conflicting claims by or
among the parties hereto or any other Person with respect to any funds or
property deposited hereunder, then at its sole option, each of the Collateral
Agent, the Custodial Agent and the Securities Intermediary shall be entitled,
after prompt notice to the Company and the Purchase Contract Agent, to refuse to
comply with any and all claims, demands or instructions with respect to such
property or funds so long as such dispute or conflict shall continue, and the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall not
be or become liable in any way to any of the parties hereto for its failure or
refusal to comply with such conflicting claims, demands or instructions. The
Collateral Agent, the Custodial Agent and the Securities Intermediary shall be
entitled to refuse to act until either:

         (a)   such conflicting or adverse claims or demands shall have been
finally determined by a court of competent jurisdiction or settled by agreement
between the conflicting parties as evidenced in a writing satisfactory to the
Collateral Agent, the Custodial Agent or the Securities Intermediary; or

         (b)   the Collateral Agent, the Custodial Agent or the Securities
Intermediary shall have received security or an indemnity satisfactory to it
sufficient to save it harmless from and against any and all loss, liability or
reasonable out-of-pocket expense which it may incur by reason of its acting.

                                       29

<PAGE>

         The Collateral Agent, the Custodial Agent and the Securities
Intermediary may in addition elect to commence an interpleader action or seek
other judicial relief or orders as the Collateral Agent, the Custodial Agent or
the Securities Intermediary may deem necessary. Notwithstanding anything
contained herein to the contrary, none of the Collateral Agent, the Custodial
Agent or the Securities Intermediary shall be required to take any action that
is in its opinion contrary to law or to the terms of this Agreement, or which
would in its opinion subject it or any of its officers, employees or directors
to liability.

         Section 9.10.  Resignation of Collateral Agent, the Custodial Agent and
Securities Intermediary.

         (a)   Subject to the appointment and acceptance of a successor
Collateral Agent, Custodial Agent or Securities Intermediary as provided below:

               (i)      the Collateral Agent, the Custodial Agent and the
         Securities Intermediary may resign at any time by giving notice thereof
         to the Company and the Purchase Contract Agent as attorney-in-fact for
         the Holders of Units;

               (ii)     the Collateral Agent, the Custodial Agent and the
         Securities Intermediary may be removed at any time by the Company; and

               (iii)    if the Collateral Agent, the Custodial Agent or the
         Securities Intermediary fails to perform any of its material
         obligations hereunder in any material respect for a period of not less
         than 20 days after receiving written notice of such failure by the
         Purchase Contract Agent and such failure shall be continuing, the
         Collateral Agent, the Custodial Agent and the Securities Intermediary
         may be removed by the Purchase Contract Agent, acting at the direction
         of the Holders of Units.

         The Purchase Contract Agent shall promptly notify the Company of any
removal of the Collateral Agent, the Custodial Agent or the Securities
Intermediary pursuant to clause (iii) of this Section 9.10. Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Collateral Agent, Custodial Agent or Securities Intermediary, as the case may
be, which shall not be an Affiliate of the Purchase Contract Agent. If no
successor Collateral Agent, Custodial Agent or Securities Intermediary shall
have been so appointed and shall have accepted such appointment within 30 days
after the retiring Collateral Agent's, Custodial Agent's or Securities
Intermediary's giving of notice of resignation or the Company's or the Purchase
Contract Agent's giving notice of such removal, then the retiring or removed
Collateral Agent, Custodial Agent or Securities Intermediary may petition any
court of competent jurisdiction, at the expense of the Company, for the
appointment of a successor Collateral Agent, Custodial Agent or Securities
Intermediary. The Collateral

                                       30

<PAGE>

Agent, the Custodial Agent and the Securities Intermediary shall each be a bank
or a national banking association which has an office (or an agency office) in
New York City with a combined capital and surplus of at least $50,000,000. Upon
the acceptance of any appointment as Collateral Agent, Custodial Agent or
Securities Intermediary hereunder by a successor Collateral Agent, Custodial
Agent or Securities Intermediary, as the case may be, such successor Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, and the retiring Collateral Agent, Custodial
Agent or Securities Intermediary, as the case may be, shall take all appropriate
action, subject to payment of any amounts then due and payable to it hereunder,
to transfer any money and property held by it hereunder (including the
Collateral) to such successor. The retiring Collateral Agent, Custodial Agent or
Securities Intermediary shall, upon such succession, be discharged from its
duties and obligations as Collateral Agent, Custodial Agent or Securities
Intermediary hereunder. After any retiring Collateral Agent's, Custodial Agent's
or Securities Intermediary's resignation hereunder as Collateral Agent,
Custodial Agent or Securities Intermediary, the provisions of this Article 9
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Collateral Agent, Custodial
Agent or Securities Intermediary. Any resignation or removal of the Collateral
Agent, Custodial Agent or Securities Intermediary hereunder, at a time when such
Person is acting as the Collateral Agent, Custodial Agent or Securities
Intermediary, shall be deemed for all purposes of this Agreement as the
simultaneous resignation or removal of the Collateral Agent, Securities
Intermediary or Custodial Agent, as the case may be.

         (b)   Because Bank One Trust Company, N.A. is serving as the Collateral
Agent hereunder and the Purchase Contract Agent under the Purchase Contract
Agreement, if an event of default occurs hereunder or under the Purchase
Contract Agreement, Bank One Trust Company, N.A. will resign as the Collateral
Agent, but continue to act as the Purchase Contract Agent. A successor
Collateral Agent will be appointed in accordance with the terms hereof. If any
such event of default is cured or waived prior to the appointment of a
successors Collateral Agent, the duty of Bank One Trust Company, N.A. to resign
in respect of such event of default shall cease.

         Section 9.11.  Right to Appoint Agent or Advisor. The Collateral Agent
shall have the right to appoint agents or advisors in connection with any of its
duties hereunder, and the Collateral Agent shall not be liable for any action
taken or omitted by, or in reliance upon the advice of, such agents or advisors
selected in good faith. The appointment of agents pursuant to this Section 9.11
shall be subject to prior written consent of the Company, which consent shall
not be unreasonably withheld.

                                       31

<PAGE>

         Section 9.12.  Survival. The provisions of this Article 9 shall survive
termination of this Agreement and the resignation or removal of the Collateral
Agent, the Custodial Agent or the Securities Intermediary.

         Section 9.13.  Exculpation. Anything contained in this Agreement to the
contrary notwithstanding, in no event shall the Collateral Agent, the Custodial
Agent or the Securities Intermediary or their officers, directors, employees or
agents be liable under this Agreement to any third party for indirect, special,
punitive, or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, whether or not the likelihood of such loss or
damage was known to the Collateral Agent, the Custodial Agent or the Securities
Intermediary, or any of them and regardless of the form of action.

                                   ARTICLE 10
                                    Amendment

         Section 10.01. Amendment Without Consent of Holders. Without the
consent of any Holders, the Company, when authorized by a Board Resolution, the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Purchase Contract Agent, at any time and from time to time, may amend this
Agreement, in form satisfactory to the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
to:

         (a)   evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company;

         (b)   evidence and provide for the acceptance of appointment hereunder
by a successor Collateral Agent, Custodial Agent, Securities Intermediary or
Purchase Contract Agent;

         (c)   add to the covenants of the Company for the benefit of the
Holders, or surrender any right or power herein conferred upon the Company,
provided that such covenants or such surrender do not adversely affect the
validity, perfection or priority of the Pledge created hereunder; or

         (d)   cure any ambiguity (or formal defect), correct or supplement any
provisions herein which may be inconsistent with any other such provisions
herein, or make any other provisions with respect to such matters or questions
arising under this Agreement, provided that such action shall not adversely
affect the interests of the Holders in any material respect.

         Section 10.02. Amendment with Consent of Holders. With the consent of
the Holders of not less than a majority of the Purchase Contracts at the time
outstanding, including without limitation the consent of the Holders obtained in

                                       32

<PAGE>

connection with a tender or an exchange offer, by Act of such Holders delivered
to the Company, the Purchase Contract Agent, the Custodial Agent, the Securities
Intermediary and the Collateral Agent, as the case may be, the Company, when
duly authorized by a Board Resolution, the Purchase Contract Agent, the
Collateral Agent, the Securities Intermediary and the Collateral Agent may amend
this Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the Holders in respect of the Units; provided,
however, that no such supplemental agreement shall, without the unanimous
consent of the Holders of each Outstanding Unit adversely affected thereby in
any material respect:

         (a)   change the amount or type of Collateral underlying a Unit (except
for the rights of holders of Corporate Units to substitute the Treasury
Securities for the Pledged Senior Notes or the Pledged Applicable Ownership
Interests, as the case may be, or the rights of Holders of Treasury Units to
substitute Senior Notes or the Applicable Ownership Interests (as specified in
clause (i) of the definition of such term) in the Treasury Portfolio, as
applicable, for the Pledged Treasury Securities), unless such change is not
adverse to the Holders, impair the right of the Holder of any Unit to receive
distributions on the underlying Collateral or otherwise adversely affect the
Holder's rights in or to such Collateral; or

         (b)   otherwise effect any action that would require the consent of the
Holder of each Outstanding Unit affected thereby pursuant to the Purchase
Contract Agreement if such action were effected by a modification or amendment
of the provisions of the Purchase Contract Agreement; or

         (c)   reduce the percentage of Purchase Contracts the consent of whose
Holders is required for the modification or amendment of the provisions of this
Agreement;

provided that if any amendment or proposal referred to above would adversely
affect only the Corporate Units or only the Treasury Units, then only the
affected class of Holders as of the record date for the Holders entitled to vote
thereon will be entitled to vote on such amendment or proposal, and such
amendment or proposal shall not be effective except with the consent of Holders
of not less than a majority of such class; provided, further, that the unanimous
consent of the Holders of each outstanding Purchase Contract of such class
affected thereby shall be required to approve any amendment or proposal
specified in clauses (a) through (c) above.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such Act shall approve the substance thereof.

                                       33

<PAGE>

         Section 10.03. Execution of Amendments. In executing any amendment
permitted by this Article, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent shall be entitled to
receive and (subject to Section 7.01 of the Purchase Contract Agreement with
respect to the Purchase Contract Agent) shall be fully authorized and protected
in relying upon, an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent, if any, to the execution and delivery of such amendment have been
satisfied. The Collateral Agent, Custodial Agent, Securities Intermediary and
Purchase Contract Agent may, but shall not be obligated to, enter into any such
amendment which affects their own respective rights, duties or immunities under
this Agreement or otherwise.

         Section 10.04. Effect of Amendments. Upon the execution of any
amendment under this Article, this Agreement shall be modified in accordance
therewith, and such amendment shall form a part of this Agreement for all
purposes; and every Holder of Certificates theretofore or thereafter
authenticated, executed on behalf of the Holders and delivered under the
Purchase Contract Agreement shall be bound thereby.

         Section 10.05. Reference of Amendments. Certificates authenticated,
executed on behalf of the Holders and delivered after the execution of any
amendment pursuant to this Section may, and shall if required by the Collateral
Agent or the Purchase Contract Agent, bear a notation in form approved by the
Purchase Contract Agent and the Collateral Agent as to any matter provided for
in such amendment. If the Company shall so determine, new Certificates so
modified as to conform, in the opinion of the Collateral Agent, the Purchase
Contract Agent and the Company, to any such amendment may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in accordance with the Purchase
Contract Agreement in exchange for Certificates representing Outstanding Units.

                                   ARTICLE 11
                                  Miscellaneous

         Section 11.01. No Waiver. No failure on the part of the Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary or any of
their respective agents to exercise, and no course of dealing with respect to,
and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise by the Company,
the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of
their respective agents of any right, power or remedy hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The

                                       34

<PAGE>

remedies herein are cumulative and are not exclusive of any remedies provided by
law.

         Section 11.02. Governing Law; Submission to Jurisdiction. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. The Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Holders from time to time of the Units,
acting through the Purchase Contract Agent as their attorney-in-fact, hereby
submit to the nonexclusive jurisdiction of the United States District Court for
the Southern District of New York and of any New York state court sitting in New
York City for the purposes of all legal proceedings arising out of or relating
to this Agreement or the transactions contemplated hereby. The Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Holders from time to time of the Units, acting through the Purchase Contract
Agent as their attorney-in-fact, irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter have
to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in
an inconvenient forum.

         Section 11.03. Notices. All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy) delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages hereof or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by telecopier or personally delivered or, in the
case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.

         Section 11.04. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Purchase Contract Agent, and the Holders from time to time of the Units,
by their acceptance of the same, shall be deemed to have agreed to be bound by
the provisions hereof and to have ratified the agreements of, and the grant of
the Pledge hereunder by, the Purchase Contract Agent.

         Section 11.05. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.

                                       35

<PAGE>

         Section 11.06. Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.

         Section 11.07. Expenses, Etc The Company agrees to reimburse the
Collateral Agent, the Custodial Agent and the Securities Intermediary for:

         (a)   all reasonable costs and expenses of the Collateral Agent, the
Custodial Agent and the Securities Intermediary (including, without limitation,
the reasonable fees and expenses of counsel to the Collateral Agent, the
Custodial Agent and the Securities Intermediary), in connection with (i) the
negotiation, preparation, execution and delivery or performance of this
Agreement and (ii) any modification, supplement or waiver of any of the terms of
this Agreement;

         (b)   all reasonable costs and expenses of the Collateral Agent, the
Custodial Agent and the Securities Intermediary (including, without limitation,
reasonable fees and expenses of counsel) in connection with (i) any enforcement
or proceedings resulting or incurred in connection with causing any Holder of
Units to satisfy its obligations under the Purchase Contracts forming a part of
the Units and (ii) the enforcement of this Section 11.07;

         (c)   all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated hereby;

         (d)   all reasonable fees and expenses of any agent or advisor
appointed by the Collateral Agent and consented to by the Company under Section
9.11 of this Agreement; and

         (e)   any other out-of-pocket costs and expenses reasonably incurred by
the Collateral Agent, the Custodial Agent and the Securities Intermediary in
connection with the performance of their duties hereunder.

         Section 11.08. Security Interest Absolute. All rights of the Collateral
Agent and security interests hereunder, and all obligations of the Holders from
time to time hereunder, shall be absolute and unconditional irrespective of:

                                       36

<PAGE>

         (a)   any lack of validity or enforceability of any provision of the
Purchase Contracts or the Units or any other agreement or instrument relating
thereto;

         (b)   any change in the time, manner or place of payment of, or any
other term of, or any increase in the amount of, all or any of the obligations
of Holders of the Units under the related Purchase Contracts, or any other
amendment or waiver of any term of, or any consent to any departure from any
requirement of, the Purchase Contract Agreement or any Purchase Contract or any
other agreement or instrument relating thereto; or

         (c)   any other circumstance which might otherwise constitute a defense
available to, or discharge of, a borrower, a guarantor or a pledgor.

         Section 11.09.  Notice of Special Event, Special Event Redemption and
Termination Event. Upon the occurrence of a Special Event, a Special Event
Redemption or a Termination Event, the Company shall deliver written notice to
the Purchase Contract Agent, the Collateral Agent and the Securities
Intermediary. Upon the written request of the Collateral Agent or the Securities
Intermediary, the Company shall inform such party whether or not a Special
Event, a Special Event Redemption or a Termination Event has occurred.

                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       37

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

BAXTER INTERNATIONAL INC.                    BANK ONE TRUST COMPANY, N.A., as
                                             Purchase Contract Agent and as
                                             attorney-in-fact of the Holders
                                             from time to time of the Units


By: _________________________________        By: _______________________________
    Name:                                        Name:
    Title:                                       Title:

Address for Notices:                         Address for Notices:

Baxter International Inc.                    Bank One Trust Company, N.A.
One Baxter Parkway                           1 Bank One Plaza
Deerfield, Illinois 60015                    Suite IL1-0823
Telecopier No.: 847-948-3827                 Chicago, IL 60670-0823
Attention: General Counsel                   Telecopier No.: 312-336-8840
                                             Attention: Corporate Trust
                                             Administration


BANK ONE TRUST COMPANY, N.A.,
as Collateral Agent, Custodial Agent
and Securities Intermediary


By: _________________________________
    Name:
    Title:


Address for Notices:

Bank One Trust Company, N.A.
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust
Administration

<PAGE>

                                                                       EXHIBIT A

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                          (Creation of Treasury Units)

Bank One Trust Company, N.A.
The Purchase Contract Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

         Re:   _________ Corporate Units of Baxter International Inc. (the
               "Company")

               The securities account of Bank One Trust Company, N.A., as
               Collateral Agent, maintained by the Securities Intermediary and
               designated "Bank One Trust Company, N.A., as Collateral Agent of
               Baxter International Inc., as pledgee of Bank One Trust Company,
               N.A., as the Purchase Contract Agent on behalf of and as
               attorney-in-fact for the Holders" (the "Collateral Account")

         Please refer to the Pledge Agreement, dated as of December 17, 2002
(the "Pledge Agreement"), among the Company, you, as Collateral Agent, as
Securities Intermediary and as Custodial Agent and the undersigned, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units from
time to time. Capitalized terms used herein but not defined shall have the
meaning set forth in the Pledge Agreement.

         We hereby notify you in accordance with Section 5.02 of the Pledge
Agreement that the holder of securities named below (the "Holder") has elected
to substitute $__________ Value of Treasury Securities or security entitlements
with respect thereto in exchange for an equal Value of Pledged Senior Notes
relating to _________ Corporate Units and has delivered to the undersigned a
notice stating that the Holder has Transferred such Treasury Securities or
security entitlements with respect thereto to the Securities Intermediary, for
credit to the Collateral Account.

         We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Treasury Securities or security entitlements thereto have
been credited to the Collateral Account, to release to the undersigned an equal

                                       39

<PAGE>

Value of Pledged Senior Notes in accordance with Section 5.02 of the Pledge
Agreement.

Date:
                                         Bank One Trust Company, N.A., as
                                            Purchase Contract Agent and as
                                            attorney-in-fact of the Holders
                                            from time to time of the Units

                                         By: ___________________________________
                                             Name:
                                             Title:

                                       40

<PAGE>

Please print name and address of Holder electing to substitute Treasury
Securities or security entitlements with respect thereto for the Pledged Senior
Notes:

         ____________________________          _________________________________
                     Name:                     Social Security or other Taxpayer
                                                 Identification Number, if any

         ____________________________
                   Address


         ____________________________

         ____________________________

                                       41

<PAGE>

                                                                       EXHIBIT B

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                          (Creation of Treasury Units)

Bank One Trust Company, N.A.
as Securities Intermediary
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

Re:      _________ Corporate Units of Baxter International Inc. (the "Company")

         The securities account of Bank One Trust Company, N.A., as Collateral
         Agent, maintained by the Securities Intermediary and designated "Bank
         One Trust Company, N.A., as Collateral Agent of Baxter International
         Inc., as pledgee of Bank One Trust Company, N.A., as the Purchase
         Contract Agent on behalf of and as attorney-in-fact for the Holders"
         (the "Collateral Account")

         Please refer to the Pledge Agreement, dated as of December 17, 2002
(the "Pledge Agreement"), among the Company, you, as Collateral Agent, as
Securities Intermediary and as Custodial Agent and the undersigned, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units from
time to time. Capitalized terms used herein but not defined shall have the
meaning set forth in the Pledge Agreement.

         When you have confirmed that $__________ Value of Treasury Securities
or security entitlements thereto has been credited to the Collateral Account by
or for the benefit of _________, as Holder of Corporate Units (the "Holder"),
you are hereby instructed to release from the Collateral Account an equal Value
of Pledged Senior Notes or security entitlements with respect thereto relating
to _____ Corporate Units of the Holder by Transfer to the Purchase Contract
Agent.

                                       42

<PAGE>

Dated:  _______________________
                                              Bank One Trust Company, N.A., as
                                                 Collateral Agent


                                              By: ______________________________
                                                  Name:
                                                  Title:

                                       43

<PAGE>

Please print name and address of Holder:


         ____________________________          _________________________________
                     Name:                     Social Security or other Taxpayer
                                               Identification Number, if any

         ____________________________
                   Address


         ____________________________

         ____________________________

                                       44

<PAGE>

                                                                       EXHIBIT C

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                        (Recreation of Corporate Units )

Bank One Trust Company, N.A.
The Purchase Contract Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

Re:      ____________ Treasury Units of Baxter International Inc. (the
         "Company")

         Please refer to the Pledge Agreement dated as of December 17, 2002 (the
"Pledge Agreement"), among the Company, you, as Collateral Agent, as Securities
Intermediary, as Custodial Agent and the undersigned, as Purchase Contract Agent
and as attorney-in-fact for the holders of Treasury Units from time to time.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

         We hereby notify you in accordance with Section 5.03 of the Pledge
Agreement that the holder of securities named below (the "Holder") has elected
to substitute $ Value of Senior Notes or security entitlements with respect
thereto in exchange for $__________ Value of Pledged Treasury Securities and has
delivered to the undersigned a notice stating that the holder has Transferred
such Senior Notes or security entitlements with respect thereto to the
Securities Intermediary, for credit to the Collateral Account.

                                       45

<PAGE>

         We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Senior Notes or security entitlements with respect
thereto have been credited to the Collateral Account, to release to the
undersigned $__________ Value of Treasury Securities or security entitlements
with respect thereto related to _____ Treasury Units of such Holder in
accordance with Section 5.03 of the Pledge Agreement.

                                                Bank One Trust Company, N.A. as
                                                Purchase Contract Agent

Dated:   __________________________             By: ____________________________
                                                    Name:
                                                    Title:

                                       46

<PAGE>

Please print name and address of Holder electing to substitute Senior Notes or
security entitlements with respect thereto for Pledged Treasury Securities:

         _____________________________         _________________________________
                     Name:                     Social Security or other Taxpayer
                                               Identification Number, if any

         _____________________________
                   Address


         _____________________________

         _____________________________

                                       47

<PAGE>

                                                                       EXHIBIT D

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                         (Recreation of Corporate Units)

Bank One Trust Company, N.A.
as Securities Intermediary
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

Re:      ___________ Treasury Units of Baxter International Inc. (the "Company")

         The securities account of Bank One Trust Company, N.A., as Collateral
         Agent, maintained by the Securities Intermediary and designated "Bank
         One Trust Company, N.A., as Collateral Agent of Baxter International
         Inc., as pledgee of Bank One Trust Company, N.A., as the Purchase
         Contract Agent on behalf of and as attorney-in-fact for the Holders"
         (the "Collateral Account")

         Please refer to the Pledge Agreement dated as of December 17, 2002 (the
"Pledge Agreement"), among the Company, you, as Securities Intermediary,
Custodial Agent and Collateral Agent and Bank One Trust Company, N.A., as
Purchase Contract Agent and as attorney-in-fact for the holders of Corporate
Units from time to time, and the undersigned, as Collateral Agent. Capitalized
terms used herein but no defined shall have the meaning set forth in the Pledge
Agreement.

         When you have confirmed that $ __________ Value of Senior Notes or
security entitlements with respect thereto has been credited to the Collateral
Account by or for the benefit of ________________, as Holder of Treasury Units
(the "Holder"), you are hereby instructed to release from the Collateral Account
$ __________ Value of Treasury Securities or security entitlements thereto by
Transfer to the Purchase Contract Agent.

                                       48

<PAGE>

                                           Bank One Trust Company, N.A., as
                                           Collateral Agent

Dated:   _____________________________     By: _________________________________
                                               Name:
                                               Title:

Please print name and address of Holder:


         ______________________________        _________________________________
                      Name:                    Social Security or other Taxpayer
                                               Identification Number, if any

         ______________________________
                    Address


         ______________________________

         ______________________________

                                       49

<PAGE>

                                                                       EXHIBIT E

                    NOTICE OF CASH SETTLEMENT FROM COLLATERAL
                        AGENT TO PURCHASE CONTRACT AGENT
                            (Cash Settlement Amounts)

Bank One Trust Company, N.A.
The Purchase Contract Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

Re:    __________  Corporate Units of Baxter International Inc. (the "Company")
       __________ Treasury Units of the Company

       Please refer to the Pledge Agreement dated as of December 17, 2002 (the
"Pledge Agreement"), by and among you, the Company, and Bank One Trust Company,
N.A., as Collateral Agent, Custodial Agent and Securities Intermediary. Unless
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein.

       In accordance with Section 5.05(d) of the Pledge Agreement, we hereby
notify you that as of 11:00 a.m. (New York City time) on the fourth Business Day
immediately preceding February 16, 2006 (the "Purchase Contract Settlement
Date"), we have received (i) $ _______________ in immediately available funds
paid in an aggregate amount equal to the Purchase Price due to the Company on
the Purchase Contract Settlement Date with respect to ________________ Corporate
Units, (ii) $ ___________ in immediately available funds paid in an aggregate
amount equal to the Purchase Price due to the Company on the Purchase Contract
Settlement Date with respect to ______ Treasury Units and (iii) based on the
funds received set forth in clause (i) above, an aggregate principal amount of
$_________ of Pledged Senior Notes are to be tendered for purchase in the Final
Remarketing.

                                               Bank One Trust Company, N.A., as
                                               Collateral Agent

Dated:   _________________________             By: _____________________________
                                                   Name:
                                                   Title:

                                       50

<PAGE>

                                                                       EXHIBIT F

              INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

Bank One Trust Company, N.A.
The Custodial Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

         Re:   Senior Notes Due February 16, 2008 of Baxter International Inc.
(the "Company")

         The undersigned hereby notifies you in accordance with Section 5.07(c)
of the Pledge Agreement, dated as of December 17, 2002 (the "Pledge Agreement"),
among the Company, you, as Collateral Agent, Custodial Agent and Securities
Intermediary and Bank One Trust Company, N.A., as the Purchase Contract Agent
and as attorney-in-fact for the holders of Corporate Units from time to time,
that the undersigned elects to deliver $______________ aggregate principal
amount of Separate Senior Notes for delivery to the Remarketing Agent prior to
5:00 p.m. (New York City time) on the fifth Business Day immediately preceding
the [Initial] [Final] Remarketing Date for remarketing pursuant to Section
5.07(c) of the Pledge Agreement. The undersigned will, upon request of the
Remarketing Agent, execute and deliver any additional documents deemed by the
Remarketing Agent or by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Separate Senior Notes tendered hereby.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

         The undersigned hereby instructs you, upon receipt of the Proceeds of
such remarketing from the Remarketing Agent, to deliver such Proceeds to the
undersigned in accordance with the instructions indicated herein under "A.
Payment Instructions." The undersigned hereby instructs you, in the event of a
Failed Remarketing, upon receipt of the Separate Senior Notes tendered herewith
from the Remarketing Agent, to deliver such Separate Senior Notes to the
person(s) and the address(es) indicated herein under "B. Delivery Instructions."

         With this notice, the undersigned hereby (i) represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Separate Senior Notes tendered hereby and that the undersigned is
the record

                                       51

<PAGE>

owner of any Senior Notes tendered herewith in physical form or a participant in
The Depositary Trust Company ("DTC") and the beneficial owner of any Senior
Notes tendered herewith by book-entry transfer to your account at DTC, (ii)
agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge
Agreement and (iii) acknowledges and agrees that after 5:00 p.m. (New York City
time) on the fifth Business Day immediately preceding the [Initial] [Final]
Remarketing Date, such election shall become an irrevocable election to have
such Separate Senior Notes remarketed in the Remarketing, and that the Separate
Senior Notes tendered herewith will only be returned in the event of a Failed
Remarketing.

Date:    ____________________________

                                          By: __________________________________
                                              Name:
                                              Title:
                                              Signature Guarantee: _____________

_____________________________________
                Name
                                              __________________________________
                                              Social Security or other Taxpayer
                                              Identification Number, if any
_____________________________________
              Address

_____________________________________

                                       52

<PAGE>

A.       PAYMENT INSTRUCTIONS

Proceeds of the remarketing should be paid by check in the name of the person(s)
set forth below and mailed to the address set forth below.

Name(s)



(Please Print)
Address

(Please Print)





(Zip Code)


(Tax Identification or Social Security Number)




B.       DELIVERY INSTRUCTIONS

In the event of a Failed Final Remarketing, Senior Notes which are in physical
form should be delivered to the person(s) set forth below and mailed to the
address set forth below.

Name(s)

(Please Print)
Address

(Please Print)


(Zip Code)

                                       53

<PAGE>

(Tax Identification or Social Security Number)

In the event of a failed final remarketing, Senior Notes which are in book-entry
form should be credited to the account at The Depository Trust Company set forth
below.


__________________
DTC Account Number

Name of Account Party:______________________________

                                       54

<PAGE>

                                                                       EXHIBIT G

                    INSTRUCTION TO CUSTODIAL AGENT REGARDING
                           WITHDRAWAL FROM REMARKETING

Bank One Trust Company, N.A.
The Custodial Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

         Re:  Senior Notes due February 16, 2008 of Baxter International Inc.
(the "Company")

         The undersigned hereby notifies you in accordance with Section 5.07(c)
of the Pledge Agreement, dated as of December 17, 2002 (the "Pledge Agreement"),
among the Company and you, as Collateral Agent, Custodial Agent and Securities
Intermediary, and Bank One Trust Company, N.A., as Purchase Contract Agent and
as attorney-in-fact for the holders of Corporate Units from time to time, that
the undersigned elects to withdraw the $_________ aggregate principal amount of
Separate Senior Notes delivered to the Collateral Agent on _________, 200_ for
remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned
hereby instructs you to return such Senior Notes to the undersigned in
accordance with the undersigned's instructions. With this notice, the
Undersigned hereby agrees to be bound by the terms and conditions of Section
5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.

Date:  ____________________________

                                       By: ____________________________________
                                           Name:
                                           Title:
                                           Signature Guarantee: _______________


___________________________________
               Name
                                           ____________________________________
                                           Social Security or other Taxpayer
                                           Identification Number, if any

___________________________________
             Address

                                       55

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>dex44.txt
<DESCRIPTION>REMARKETING AGREEMENT
<TEXT>
<PAGE>
                                                                     Exhibit 4.4

                                                                  EXECUTION COPY

                              REMARKETING AGREEMENT

                                                               December 17, 2002


Banc of America Securities LLC
9 West 57/th/ Street
New York, New York  10019

Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010

UBS Warburg LLC
299 Park Avenue
New York, NY 10171

Bank One Trust Company, N.A.
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823


Ladies and Gentlemen:

     This Agreement is dated as of December 17, 2002 (the "Agreement") among
Baxter International Inc, a Delaware corporation (the "Company"), Banc of
America Securities LLC ("Banc of America"), Credit Suisse First Boston
Corporation ("CSFB"), UBS Warburg LLC ("UBS") and Bank One Trust Company, N.A.,
a national banking association, not individually but solely as Purchase Contract
Agent (the "Purchase Contract Agent") and as attorney-in-fact of the holders of
Purchase Contracts (as defined in the Purchase Contract Agreement referred to
below).

     SECTION 1.  Definitions.

     (a)  Capitalized terms used and not defined in this Agreement shall have
the meanings set forth in the Purchase Contract Agreement, dated as of December
17, 2002, between the Company and Bank One Trust Company, N.A., as Purchase
Contract Agent, as amended from time to time (the "Purchase Contract
Agreement").

     (b)  As used in this Agreement, the following terms have the following
meanings:

     "Preliminary Prospectus" means any preliminary prospectus relating to the
Remarketed Senior Notes included in the Registration Statement, including the
documents incorporated by

<PAGE>

reference therein as of the date of such Preliminary Prospectus; and any
reference to any amendment or supplement to such Preliminary Prospectus shall be
deemed to refer to and include any documents filed after the date of such
Preliminary Prospectus under the Exchange Act, and incorporated by reference in
such Preliminary Prospectus.

     "Prospectus" means the prospectus relating to the Remarketed Senior Notes
included in the Registration Statement, in the form in which it was first used
by the Remarketing Agent to confirm sales of the Remarketed Senior Notes in the
Remarketing, including the documents incorporated by reference therein as of the
date of such Prospectus; and any reference to any amendment or supplement to
such Prospectus shall be deemed to refer to and include any documents filed
after the date of such Prospectus under the Exchange Act, and incorporated by
reference in such Prospectus.

     "Registration Statement" means a registration statement under the
Securities Act of 1933, as amended (the "Securities Act") prepared by the
Company pursuant to Section 5 hereunder covering, inter alia, the Remarketing of
the Remarketed Senior Notes, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in such registration
statement, and any post-effective amendments thereto.

     "Remarketed Senior Notes" means the Pledged Senior Notes and the Separate
Senior Notes, if any, subject to Remarketing as identified to the Remarketing
Agent by the Purchase Contract Agent and the Custodial Agent, respectively,
after 11:00 a.m., New York City time, on the Business Day immediately preceding
the applicable Remarketing Date, and shall include: (a) (i) in the case of the
Initial Remarketing, the Pledged Senior Notes and (ii) in the case of the Final
Remarketing, the Senior Notes of the Holders of Corporate Units who have not
notified the Purchase Contract Agent prior to 5:00 p.m. on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date of their
intention to effect a Cash Settlement of the related Purchase Contracts pursuant
to the terms of the Purchase Contract Agreement or who have so notified the
Purchase Contract Agent but failed to make the required cash payment on the
fourth Business Day immediately preceding the Purchase Contract Settlement Date
pursuant to the terms of the Purchase Contract Agreement, and (b) the Separate
Senior Notes of the holders of Separate Senior Notes, if any, who have elected
to have their Separate Senior Notes be remarketed in such Remarketing pursuant
to the terms of the Purchase Contract Agreement.

     "Remarketing" means the remarketing of the Remarketed Senior Notes pursuant
to this Remarketing Agreement.

     "Remarketing Agent" means any of Banc of America, CSFB or UBS appointed as
the Remarketing Agent by the Company pursuant to Section 2(a) hereof.

     "Remarketing Date" means either the Initial Remarketing Date (as defined
herein) or the Final Remarketing Date (as defined herein), as context requires.

     "Remarketing Materials" means the Preliminary Prospectus, the Prospectus or
any other information furnished by the Company to the Remarketing Agent for
distribution to investors in connection with the Remarketing.

     "Senior Notes" means the senior notes due February 16, 2008 of the Company.

                                       2

<PAGE>

     "Transaction Documents" means this Agreement, the Purchase Contract
Agreement, the Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.

     SECTION 2.  Appointment And Obligations Of The Remarketing Agent.

     (a)  On or before the 20/th/ Business Day prior to the Initial Remarketing
Date (the "Appointment Date"), the Company shall send written notice appointing
any of Banc of America, CSFB or UBS as the exclusive Remarketing Agent for the
purpose of (i) Remarketing the Remarketed Senior Notes on behalf of the holders
thereof, (ii) determining, in consultation with the Company, in the manner
provided for herein and in the Purchase Contract Agreement and the Indenture,
the Reset Rate for the Senior Notes, and (iii) performing such other duties as
are assigned to the Remarketing Agent in the Transaction Documents; provided
that if the Company fails to appoint a Remarketing Agent pursuant to this
Section 2(a) by the Appointment Date, the Company shall be deemed to have
appointed Banc of America as the Remarketing Agent. Each of Banc of America,
CSFB and UBS hereby agree that if the Company chooses to appoint it as the
Remarketing Agent, it shall, subject to the terms and conditions set forth
herein, accept such appointment by the Company as the exclusive Remarketing
Agent.

     (b)  Unless a Special Event Redemption has occurred prior to such date, on
the third Business Day immediately preceding November 16, 2005 (the "Initial
Remarketing Date"), the Remarketing Agent shall use its reasonable efforts to
remarket ("Initial Remarketing") the Remarketed Senior Notes, at a price (the
"Remarketing Price"), based on the Reset Rate, equal to approximately 100.25% of
the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes
Purchase Price.

     (c)  In the case of a Failed Initial Remarketing and unless a Special Event
Redemption has occurred prior to such date, on the third Business Day
immediately preceding the Purchase Contract Settlement Date (the "Final
Remarketing Date"), the Remarketing Agent shall use its reasonable efforts to
remarket (the "Final Remarketing") the Remarketed Senior Notes at a price (the
"Final Remarketing Price"), based on the Reset Rate, equal to approximately
100.25% of the aggregate principal amount of the Remarketed Senior Notes being
remarketed in such Final Remarketing. It is understood and agreed that the
Remarketing on any Remarketing Date will be considered successful and no further
attempts will be made if the resulting proceeds are at least 100.25% of the sum
of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase
Price, in the case of the Initial Remarketing, or 100.25% of the aggregate
principal amount of the Remarketed Senior Notes in the case of the Final
Remarketing.

     (d)  In connection with each Remarketing, the Remarketing Agent shall
determine, in consultation with the Company, the rate per annum, rounded to the
nearest one-thousandth (0.001) of one percent per annum, that the Senior Notes
should bear (the "Reset Rate") in order for the Remarketed Senior Notes to have
an aggregate market value equal to the Remarketing Price or the Final
Remarketing Price, as the case may be, and that in the sole reasonable
discretion of the Remarketing Agent will enable it to remarket all of the
Remarketed Senior Notes at the Remarketing Price or Final Remarketing Price, as
the case may be, in such Remarketing, provided that such rate shall not exceed
the maximum interest rate permitted by law.

                                       3

<PAGE>

     (e)  In the event of a Failed Remarketing or if no Senior Notes are
included in Corporate Units, and none of the holders of the Separate Senior
Notes elect to have Senior Notes be remarketed in such Remarketing, the
applicable interest rate on the Senior Notes will not be reset and will continue
to be the Coupon Rate set forth in the Indenture, as supplemented from time to
time.

     (f)  If, by 4:00 p.m. (New York City time) on the applicable Remarketing
Date, the Remarketing Agent is unable to remarket all of the Remarketed Senior
Notes at the Remarketing Price or the Final Remarketing Price, as the case may
be, pursuant to the terms and conditions hereof, a Failed Remarketing shall be
deemed to have occurred, and the Remarketing Agent shall so advise, by telephone
the Depositary, the Purchase Contract Agent and the Company. Whether or not
there has been a Failed Remarketing will be determined in the sole reasonable
discretion of the Remarketing Agent. Promptly following any Failed Remarketing,
the Remarketing Agent shall return Separate Senior Notes submitted for
remarketing, if any, to the Custodial Agent for distribution to the appropriate
Holders.

     (g)  In the event of a Successful Remarketing, by approximately 4:30 p.m.
(New York City time) on the applicable Remarketing Date, the Remarketing Agent
shall advise, by telephone:

             (i)  the Depositary, the Purchase Contract Agent and the Company of
     the Reset Rate determined by the Remarketing Agent in such Remarketing and
     the number of Remarketed Senior Notes sold in such Remarketing;

            (ii)  each purchaser (or the Depositary Participant thereof) of
     Remarketed Senior Notes of the Reset Rate and the number of Remarketed
     Senior Notes such purchaser is to purchase; and

           (iii)  each such purchaser to give instructions to its Depositary
     Participant to pay the purchase price on the third business day immediately
     following the date of such Successful Remarketing in same day funds against
     delivery of the Remarketed Senior Notes purchased through the facilities of
     the Depositary.

The Remarketing Agent shall also, if required by the Securities Act or the rules
and regulations promulgated thereunder, deliver to each purchaser a Prospectus
in connection with the Remarketing.

     (h)  After deducting any fees specified in Section 4 below, the proceeds
from a Successful Remarketing (i) with respect to the Senior Notes that are
components of the Corporate Units, shall be paid to the Collateral Agent in
accordance with Sections 5.07 and 7.03 of the Pledge Agreement, as the case may
be, and Section 5.02 of the Purchase Contract Agreement and (ii) with respect to
the Separate Senior Notes, shall be paid to the Custodial Agent for payment to
the holders of such Separate Senior Notes in accordance with Section 5.02 of the
Purchase Contract Agreement and Sections 5.07 and 7.03 of the Pledge Agreement.

     (i)  The right of each holder of Separate Senior Notes or Corporate Units
to have Senior Notes remarketed and sold on any Remarketing Date shall be
subject to the conditions

                                       4

<PAGE>

that (i) the Remarketing Agent conducts an Initial Remarketing pursuant to the
terms of this Agreement, (ii) a Special Event Redemption has not occurred prior
to such Remarketing Date, (iii) the Remarketing Agent is able to find a
purchaser or purchasers for Remarketed Senior Notes at the Remarketing Price or
the Final Remarketing Price, as the case may be and (iv) such purchaser or
purchasers deliver the purchase price therefor to the Remarketing Agent as and
when required.

     (j)  It is understood and agreed that the Remarketing Agent shall not have
any obligation whatsoever to purchase any Remarketed Senior Notes, whether in
the Remarketing or otherwise, and shall in no way be obligated to provide funds
to make payment upon tender of Senior Notes for Remarketing or to otherwise
expend or risk its own funds or incur or to be exposed to financial liability in
the performance of its duties under this Agreement, and without limitation of
the foregoing, the Remarketing Agent shall not be deemed an underwriter of the
Remarketed Senior Notes. The Company shall similarly not be obligated in any
case to provide funds to make payment upon tender of the Senior Notes for
Remarketing.

     SECTION 3. Representations And Warranties Of The Company. The Company
represents and warrants (i) on and as of the date any Remarketing Materials are
first distributed in connection with the Remarketing (the "Commencement Date"),
(ii) on and as of the applicable Remarketing Date and (iii) on and as of the
settlement date relating to such Remarketing Date, that:

     (a)  Each of the representations and warranties of the Company as set forth
in Section 1 (except for paragraphs (a) and (i) of such section) of the
Underwriting Agreement dated as of December 11, 2002 relating to the issuance of
Equity Units by the Company (the "Underwriting Agreement") among the Company and
the Underwriters identified in Schedule A thereto, is true and correct as if
made on each of the dates specified above; provided that for purposes of this
Section 3(a), (i) any reference in such sections of the Underwriting Agreement
to the "Underwriter" or "Underwriters" or the "Representative" or
"Representatives" shall be deemed to refer to the Remarketing Agent, (ii) the
"Designated Securities" shall be deemed to refer to the Remarketed Senior Notes,
(iii) the "Registration Statement", the "Prospectus" or the "Preliminary
Prospectus" shall be deemed to refer to such terms as defined herein, (iv) the
"First Closing Date" and "Optional Closing Date" shall be each deemed to refer
to the settlement date for the applicable Remarketing Date, (v) "this
Agreement", the "Underwriting Agreement", "hereof", "herein" and all references
of similar import, shall be deemed to mean and refer to this Remarketing
Agreement and (vi) "the date hereof", "the date of this Agreement" and all
similar references shall be deemed to refer to the date of this Remarketing
Agreement.

     (b)  The Registration Statement, if any, in the form heretofore delivered
or to be delivered to the Remarketing Agent, has been declared effective by the
Commission in such form; and no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose has
been initiated or threatened by the Commission.

     (c)  The documents incorporated by reference in the Prospectus, if any,
when they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact

                                       5

<PAGE>

required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; and any
further documents so filed and incorporated by reference in the Prospectus or
any further amendment or supplement thereto, when such documents are filed with
the Commission, will conform in all material respects to the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder, and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information relating to the Remarketing Agent furnished in writing to the
Company by the Remarketing Agent or its counsel expressly for use in the
Prospectus.

     (d)  The Registration Statement, if any, conforms (and the Prospectus, if
any, and any further amendments or supplements to the Registration Statement or
the Prospectus, when they become effective or are filed with the Commission, as
the case may be, will conform) in all material respects to the requirements of
the Securities Act and the rules and regulations promulgated thereunder, and the
Registration Statement and the Remarketing Materials (and any amendment or
supplement thereto) as of their respective effective or filing dates and as of
the Commencement Date, applicable Remarketing Date and settlement date relating
to such Remarketing Date do not and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided that no
representation and warranty is made as to any statement of eligibility on Form
T-1 filed or incorporated by reference as part of the Registration Statement,
the Prospectus or the Remarketing Materials, or as to information relating to
the Remarketing Agent contained in or omitted from the Registration Statement,
the Prospectus or the Remarketing Materials in reliance upon and in conformity
with written information furnished to the Company by the Remarketing Agent.

     (e)  This Agreement has been duly authorized, executed and delivered by the
Company.

     SECTION 4. Fees.

     (a)  In the event of a Successful Remarketing of the Remarketed Senior
Notes prior to the Final Remarketing Date, the Remarketing Agent may retain as a
remarketing fee (the "Remarketing Fee") an amount equal to 25 basis points
(0.25%) of the sum of the Treasury Portfolio Purchase Price and the Separate
Senior Note Purchase Price.

     (b)  In the event of a Successful Final Remarketing, the Remarketing Agent
may retain as the Remarketing Fee an amount equal to 25 basis points (0.25%), of
the principal amount of the Remarketed Senior Notes.

     SECTION 5. Covenants Of The Company. If and to the extent the Remarketed
Senior Notes are required (in the view of counsel, which need not be in the form
of a written opinion, for either the Remarketing Agent or the Company) to be
registered under the Securities Act as in effect at the time of the Remarketing,
the Company covenants and agrees as follows:

                                       6

<PAGE>

     (a)  The Company shall prepare the Registration Statement and the
Prospectus, in a form approved by the Remarketing Agent, shall file any such
Prospectus pursuant to the Securities Act within the period required by the
Securities Act and the rules and regulations thereunder and shall use its best
efforts to cause the Registration Statement to be declared effective by the
Commission prior to the second Business Day immediately preceding the applicable
Remarketing Date.

     (b)  The Company shall file promptly with the Commission any amendment to
the Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the reasonable judgment of the Company or the Remarketing Agent, be
required by the Securities Act or requested by the Commission.

     (c)  The Company shall advise the Remarketing Agent, promptly after it
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed and to furnish the
Remarketing Agent with copies thereof.

     (d)  The Company shall file promptly all reports and any definitive proxy
or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as the delivery of a
Prospectus is required in connection with the offering or sale of the Remarketed
Senior Notes.

     (e)  The Company shall advise the Remarketing Agent, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of the Prospectus, of the
suspension of the qualification of any of the Remarketed Senior Notes for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus or for
additional information, and, in the event of the issuance of any stop order or
of any order preventing or suspending the use of any Prospectus or suspending
any such qualification, to use promptly its best efforts to obtain its
withdrawal.

     (f)  The Company shall furnish promptly to the Remarketing Agent such
copies of the following documents as the Remarketing Agent shall reasonably
request: (A) conformed copies of the Registration Statement as originally filed
with the Commission and each amendment thereto (in each case excluding
exhibits); (B) the Preliminary Prospectus and any amended or supplemented
Preliminary Prospectus, (C) the Prospectus and any amended or supplemented
Prospectus; and (D) any document incorporated by reference in the Prospectus
(excluding exhibits thereto); and, if at any time when delivery of a prospectus
is required in connection with the Remarketing, any event shall have occurred as
a result of which the Prospectus as then amended or supplemented would include
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered, not
misleading, or if for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order to comply with
the Securities Act or the Exchange Act, to notify the

                                       7

<PAGE>

Remarketing Agent and, upon its request, to file such document and to prepare
and furnish without charge to the Remarketing Agent and to any dealer in
securities as many copies as the Remarketing Agent may from time to time
reasonably request of an amended or supplemented Prospectus that will correct
such statement or omission or effect such compliance.

     (g)  Prior to filing with the Commission (A) any amendment to the
Registration Statement or supplement to the Prospectus or (B) any Prospectus
pursuant to Rule 424 under the Securities Act, the Company shall furnish a copy
thereof to the Remarketing Agent and counsel to the Remarketing Agent; and shall
not file any such amendment or supplement that shall be reasonably disapproved
by the Remarketing Agent promptly after reasonable notice;

     (h)  As soon as practicable, but in any event not later than eighteen
months, after the effective date of the Registration Statement, the Company
shall make "generally available to its security holders" an "earnings statement"
of the Company and its subsidiaries (which need not be audited) complying with
Section 11(a) of the Securities Act and the rules and regulations thereunder
(including, at the option of the Company, Rule 158 under the Securities Act).
The terms "generally available to its security holders" and "earnings statement"
shall have the meanings set forth in Rule 158 under the Securities Act; and

     (i)  The Company shall take such action as the Remarketing Agent may
reasonably request in order to qualify the Remarketed Senior Notes for offer and
sale under the securities or "blue sky" laws of such jurisdictions as the
Remarketing Agent may reasonably request; provided that in no event shall the
Company be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction.

     (j)  The Company shall furnish the Remarketing Agent with such information
and documents as the Remarketing Agent may reasonably request in connection with
the transactions contemplated hereby, and to make reasonably available to the
Remarketing Agent and any accountant, attorney or other advisor retained by the
Remarketing Agent such information that parties would customarily require in
connection with a due diligence investigation conducted in accordance with
applicable securities laws and to cause the Company's officers, directors,
employees and accountants to participate in all such discussions and to supply
all such information reasonably requested by any such Person in connection with
such investigation.

     SECTION 6. Payment Of Expenses. The Company agrees to pay (a) all costs
incident to the preparation and printing of the Registration Statement, if any,
any Prospectus and any other Remarketing Materials and any amendments or
supplements thereto, (b) all costs of distributing the Registration Statement,
if any, any Prospectus and any other Remarketing Materials and any amendments or
supplements thereto, (c) any fees and expenses of qualifying the Remarketed
Senior Notes under the securities laws of the several jurisdictions as provided
in Section 5(i) and of preparing, printing and distributing a Blue Sky
Memorandum, if any (including any related fees and expenses of counsel to the
Remarketing Agent), (d) all other costs and expenses incident to the performance
of the obligations of the Company hereunder and the Remarketing Agent hereunder
and (e) the reasonable fees and expenses of counsel to the Remarketing Agent in
connection with their duties hereunder.

                                       8

<PAGE>

     SECTION 7. Conditions To The Remarketing Agent's Obligation. The
obligations of the Remarketing Agent hereunder shall be subject to the following
conditions:

     (a)  The representations and warranties of the Company contained herein
shall be true and correct in all material respects on and as of the applicable
Remarketing Date and the settlement date for the applicable Remarketing Date,
and the Company, the Purchase Contract Agent and the Collateral Agent shall have
performed in all material respects all covenants and agreements contained herein
or in the Purchase Contract Agreement or Pledge Agreement to be performed on
their part at or prior to such date.

     (b)  (i) Trading generally shall not have been suspended or materially
limited on the New York Stock Exchange, (ii) trading of any securities of the
Company shall not have been materially suspended or limited on the New York
Stock Exchange, (iii) a general moratorium on commercial banking activities in
New York shall not have been declared by either Federal or New York State
authorities, or (iv) there shall not have occurred a material adverse change in
the financial markets, any outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency or
war or other calamity or crisis, if the effect of any such event specified in
this clause (b) in the judgment of the Remarketing Agent makes it impracticable
or inadvisable to proceed with the Remarketing or the delivery of the Remarketed
Senior Notes on the terms and in the manner contemplated in the Transaction
Documents.

     (c)  The Prospectus, if any, shall have been timely filed with the
Commission; no stop order suspending the effectiveness of the Registration
Statement, if any, or any part thereof shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by the Commission; and
any request of the Commission for inclusion of additional information in the
Registration Statement or the Prospectus or otherwise shall have been complied
with.

     (d)  The Company shall have furnished to the Remarketing Agent a
certificate, dated the applicable Remarketing Date, of the Chief Executive
Officer and the Treasurer satisfactory to the Remarketing Agent stating that:
(1) no order suspending the effectiveness of the Registration Statement, if any,
or prohibiting the sale of the Remarketed Senior Notes is in effect, and no
proceedings for such purpose are pending before or, to the knowledge of such
officers, threatened by the Commission; (2) the representations and warranties
of the Company in Section 3 are true and correct on and as of the applicable
Remarketing Date and the Company has performed in all material respects all
covenants and agreements contained herein to be performed on its part at or
prior to such Remarketing Date; and (3) the Registration Statement, as of its
effective date, and the Remarketing Materials, as of their respective dates, did
not contain any untrue statement of a material fact and did not omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus did not contain any untrue
statement of material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

     (e)  On the applicable Remarketing Date, the Remarketing Agent shall have
received a letter addressed to the Remarketing Agent and dated such date, in
form and substance satisfactory to the Remarketing Agent, of
PricewaterhouseCoopers LLP, the independent

                                       9

<PAGE>

accountants of the Company, containing statements and information of the type
ordinarily included in accountants' "comfort letters" with respect to certain
financial information contained in the Remarketing Materials, if any.

     (f)  The General Counsel for the Company shall have furnished to the
Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the
Remarketing Date, in form and substance reasonably satisfactory to the
Remarketing Agent addressing such matters as are set forth in such counsel's
opinion furnished pursuant to Section 5(d) of the Underwriting Agreement,
adapted as necessary to relate to the securities being remarketed hereunder and
to the Remarketing Materials, if any, or to any changed circumstances or events
occurring subsequent to the date of this Agreement, such adaptations being
reasonably acceptable to counsel to the Remarketing Agent.

     (g)  Davis Polk & Wardwell, counsel for the Remarketing Agent, shall have
furnished to the Remarketing Agent its opinion, addressed to the Remarketing
Agent and dated the applicable Remarketing Date, in form and substance
satisfactory to the Remarketing Agent.

     (h)  Subsequent to the execution and delivery of this Agreement and prior
to the applicable Remarketing Date, there shall not have occurred any
downgrading, nor shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not indicate an
improvement, in the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the Securities Act.

     (i)  The Senior Notes shall not have been called for redemption following
the occurrence of a Special Event.

If any condition specified in this Section 7 is not satisfied when and as
required to be satisfied, this Agreement may be terminated by the Remarketing
Agent by notice to the Company at any time on or prior to the applicable
Remarketing Date, which termination shall be without liability on the part of
any party to any other party, except that Section 6, Section 8 and Section 9
shall at all times be effective and shall survive such termination.

     SECTION 8. Indemnification.

     (a)  The Company agrees to indemnify and hold harmless the Remarketing
Agent, its officers and employees, and each person, if any, who controls the
Remarketing Agent within the meaning of the Securities Act and the Exchange Act
against any loss, claim, damage, liability or expense, as incurred, to which the
Remarketing Agent or such controlling person may become subject, under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based (i) upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including any information
deemed to be a part thereof under the Securities Act, or the omission or alleged
omission therefrom of a material fact, in each case, required to be stated
therein or necessary to make the statements

                                       10

<PAGE>

therein not misleading; or (ii) upon any untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Prospectus or any other Remarketing Materials (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact, in
each case, necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; or (iii) in whole
or in part upon any inaccuracy in the representations and warranties of the
Company contained herein; or (iv) in whole or in part upon any failure of the
Company to perform its obligations hereunder or under law; or (v) any act or
failure to act or any alleged act or failure to act by the Remarketing Agent in
connection with, or relating in any manner to, the Remarketed Senior Notes or
the Remarketing contemplated hereby, and which is included as part of or
referred to in any loss, claim, damage, liability or action arising out of or
based upon any matter covered by clause (i) or (ii) above, and to reimburse the
Remarketing Agent and each such controlling person for any and all expenses
(including the fees and disbursements of counsel chosen by the Remarketing
Agent) as such expenses are reasonably incurred by the Remarketing Agent or such
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not
apply to any loss, claim, damage, liability or expense to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the Remarketing
Agent expressly for use in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any other Remarketing Materials (or any amendment
or supplement thereto); and provided, further, that with respect to any
Preliminary Prospectus, the foregoing indemnity agreement shall not inure to the
benefit of the Remarketing Agent if the person asserting any loss, claim,
damage, liability or expense purchased Remarketed Senior Notes, or any person
controlling the Remarketing Agent, if copies of the Prospectus were timely
delivered to the Remarketing Agent and a copy of the Prospectus (as then amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of the Remarketing
Agent to such person, if required by law so to have been delivered, at or prior
to the written confirmation of the sale of the Remarketed Senior Notes to such
person, and if the Prospectus (as so amended or supplemented) would have cured
the defect giving rise to such loss, claim, damage, liability or expense. The
indemnity agreement set forth in this Section 8(a) shall be in addition to any
liabilities that the Company may otherwise have.

     (b)  The Remarketing Agent agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the Registration
Statement and each person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act, against any loss, claim, damage,
liability or expense, as incurred, to which the Company, or any such director,
officer or controlling person may become subject, under the Securities Act, the
Exchange Act, or other federal or state statutory law or regulation, or at
common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of the Remarketing Agent),
insofar as such loss, claim, damage, liability or expense (or actions in respect
thereof as contemplated below) arises out of or is based upon any untrue or
alleged untrue statement of a material fact contained in the Registration
Statement, any Preliminary Prospectus, the Prospectus or any other Remarketing
Materials (or any amendment or supplement thereto), or arises out of or is based
upon the omission or alleged omission to state

                                       11

<PAGE>

therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any other Remarketing Materials (or any amendment
or supplement thereto), in reliance upon and in conformity with written
information furnished to the Company by the Remarketing Agent expressly for use
therein; and to reimburse the Company, or any such director, officer or
controlling person for any legal and other expense reasonably incurred by the
Company, or any such director, officer or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action. The Company hereby acknowledges that the
only information that the Remarketing Agent has furnished to the Company
expressly for use in the Registration Statement, any Preliminary Prospectus, the
Prospectus or any other Remarketing Materials (or any amendment or supplement
thereto) is the information set forth in a certificate to be provided by the
Remarketing Agent on or prior to the Remarketing Date. The indemnity agreement
set forth in this Section 8(b) shall be in addition to any liabilities that each
Underwriter may otherwise have.

     (c)  Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof,
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party for contribution or
otherwise than under the indemnity agreement contained in this Section 8 or to
the extent it is not prejudiced as a proximate result of such failure. In case
any such action is brought against any indemnified party and such indemnified
party seeks or intends to seek indemnity from an indemnifying party, the
indemnifying party will be entitled to participate in, and, to the extent that
it shall elect, jointly with all other indemnifying parties similarly notified,
by written notice delivered to the indemnified party promptly after receiving
the aforesaid notice from such indemnified party, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party; provided,
however, if the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that a conflict may arise between the positions of the indemnifying
party and the indemnified party in conducting the defense of any such action or
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of such indemnifying party's election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (together with local
counsel), approved by the indemnifying party (the Remarketing Agent in the case
of Section 8(b)), representing the indemnified parties who are parties to such
action) or (ii) the

                                       12

<PAGE>

indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, in each of which cases the fees and
expenses of counsel shall be at the expense of the indemnifying party.

     (d)  The indemnifying party under this Section 8 shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there is a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party against any loss,
claim, damage, liability or expense by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 8(c) hereof, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement, compromise or consent to the entry
of judgment in any pending or threatened action, suit or proceeding in respect
of which any indemnified party is or could have been a party and indemnity was
or could have been sought hereunder by such indemnified party, unless such
settlement, compromise or consent (x) includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such action, suit or proceeding and (y) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

     SECTION 9. Contribution.

     If the indemnification provided for in Section 8 is for any reason held to
be unavailable to or otherwise insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount paid or payable by such indemnified party, as incurred, as a
result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Remarketing Agent, on
the other hand, from the Remarketing of the Remarketed Senior Notes pursuant to
this Agreement or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, on the one hand, and the Remarketing Agent, on the other
hand, in connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand,
and the Remarketing Agent, on the other hand, in connection with the Remarketing
of the Remarketed Senior Notes pursuant to this Agreement shall be deemed to be
in the same respective proportions as the total net proceeds from the
Remarketing of the Remarketed Senior Notes pursuant to this Agreement (before
deducting expenses) received by the Company, and the total Remarketing Fee
received by the Remarketing Agent, in each case as set forth on the front cover
page of the Prospectus, bear to the aggregate Remarketing Price of the
Remarketed Senior Notes as set forth on such cover. The

                                       13

<PAGE>

relative fault of the Company, on the one hand, and the Remarketing Agent, on
the other hand, shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact or any such inaccurate or alleged
inaccurate representation or warranty relates to information supplied by the
Company, on the one hand, or the Remarketing Agent, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

     The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 8(c), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

     The provisions set forth in Section 8(c) with respect to notice of
commencement of any action shall apply if a claim for contribution is to be made
under this Section 9; provided, however, that no additional notice shall be
required with respect to any action for which notice has been given under
Section 8(c) for purposes of indemnification.

     The Company and the Remarketing Agent agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 9.

     Notwithstanding the provisions of this Section 9, the Remarketing Agent
shall not be required to contribute any amount in excess of the amount by which
the Remarketing Fee exceeds the amount of any damages which the Remarketing
Agent has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 9, each officer and
employee of the Remarketing Agent and each person, if any, who controls the
Remarketing Agent within the meaning of the Securities Act and the Exchange Act
shall have the same rights to contribution as the Remarketing Agent, and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of the Securities Act and the Exchange Act shall have the same rights to
contribution as the Company.

     SECTION 10. Resignation And Removal Of The Remarketing Agent.

     Banc of America, CSFB or UBS (the "Remarketing Agent Candidates") may
resign and be discharged from their duties and obligations hereunder, and the
Company may remove any of the Remarketing Agent Candidates, by giving 30 days'
prior written notice, in the case of a resignation, to the Company and the
Depositary and, in the case of a removal, to the removed Remarketing Agent
Candidate and the Depositary; provided, however, that if only one Remarketing
Agent Candidate remains:

     (a)  such Remarketing Agent Candidate may not resign without reasonable
cause; and

                                       14

<PAGE>

     (b)  no such resignation nor any such removal shall become effective until
the Company shall have appointed at least one nationally recognized
broker-dealer as successor Remarketing Agent and such successor Remarketing
Agent shall have entered into a remarketing agreement with the Company, in which
it shall have agreed to conduct the Remarketing in accordance with the
Transaction Documents in all material respects.

In any such case, the Company will use commercially reasonable efforts to
appoint a successor Remarketing Agent and enter into such a remarketing
agreement with such person as soon as reasonably practicable. The provisions of
Section 8 and Section 9 shall survive the resignation or removal of any
Remarketing Agent Candidate pursuant to this Agreement.

     SECTION 11. Dealing In Securities. The Remarketing Agent, when acting as a
Remarketing Agent or in its individual or any other capacity, may, to the extent
permitted by law, buy, sell, hold and deal in any of the Remarketed Senior
Notes, Corporate Units, Treasury Units or any of the securities of the Company
(together, the "Securities"). The Remarketing Agent may exercise any vote or
join in any action which any beneficial owner of such Securities may be entitled
to exercise or take pursuant to the Indenture with like effect as if it did not
act in any capacity hereunder. The Remarketing Agent, in its individual
capacity, either as principal or agent, may also engage in or have an interest
in any financial or other transaction with the Company as freely as if it did
not act in any capacity hereunder.

     SECTION 12. Remarketing Agent's Performance; Duty Of Care. The duties and
obligations of the Remarketing Agent shall be determined solely by the express
provisions of this Agreement and the Transaction Documents. No implied covenants
or obligations of or against the Remarketing Agent shall be read into this
Agreement or any of the Transaction Documents. In the absence of bad faith on
the part of the Remarketing Agent, the Remarketing Agent may conclusively rely
upon any document furnished to it, as to the truth of the statements expressed
in any of such documents. The Remarketing Agent shall be protected in acting
upon any document or communication reasonably believed by it to have been
signed, presented or made by the proper party or parties except as otherwise set
forth herein. The Remarketing Agent, acting under this Agreement, shall incur no
liability to the Company or to any holder of Remarketed Senior Notes in its
individual capacity or as Remarketing Agent for any action or failure to act, on
its part in connection with a Remarketing or otherwise, except if such liability
is judicially determined to have resulted from its failure to comply with the
material terms of this Agreement or the gross negligence or willful misconduct
on its part. The provisions of this Section 12 shall survive the termination of
this Agreement and shall survive the resignation or removal of any Remarketing
Agent pursuant to this Agreement.

     SECTION 13. Termination. This Agreement shall automatically terminate (i)
as to the Remarketing Agent on the effective date of the resignation or removal
of the Remarketing Agent pursuant to Section 10 and (ii) on the earlier of (x)
any Special Event Redemption Date and (y) the Purchase Contract Settlement Date.
If this Agreement is terminated pursuant to any of the other provisions hereof,
except as otherwise provided herein, the Company shall not be under any
liability to the Remarketing Agent and the Remarketing Agent shall not be under
any liability to the Company, except that if this Agreement is terminated by the
Remarketing Agent because of any failure or refusal on the part of the Company
to comply with the terms or to fulfill any of the conditions of this Agreement,
the Company will reimburse the Remarketing Agent for

                                       15

<PAGE>

all of its out-of-pocket expenses (including the fees and disbursements of its
counsel) reasonably incurred by it. Section 8, Section 9 and Section 12 hereof
shall survive the termination of this Agreement or the resignation or removal of
the Remarketing Agent.

     SECTION 14. Notices. All statements, requests, notices and agreements
hereunder shall be in writing, and:

     (a)  if to the Remarketing Agent Candidates, shall be delivered or sent by
mail, telex or facsimile transmission to:

            Banc of America Securities LLC
            9 West 57/th/ Street
            New York, NY 10019
            Telecopier No.: 212-847-5124
            Attention: Eric Hambleton

            Credit Suisse First Boston Corporation
            Eleven Madison Avenue
            New York, NY 10010
            Telecopier No.: 212-325-4296
            Attention: Legal Department

            UBS Warburg LLC
            299 Park Avenue
            New York, NY 10171
            Telecopier No.: 212-821-3285
            Attention: Legal Department

     (b)  if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to Baxter International Inc., One Baxter Parkway,
Deerfield, Illinois 60015, Telecopier No.: 847-948-3827; Attention: General
Counsel; and

     (c)  if to the Purchase Contract Agent, shall be delivered or sent by mail,
telex or facsimile transmission to Bank One Trust Company, N.A., 1 Bank One
Plaza, Suite IL1-0823, Chicago, Illinois 60670-0823; Telecopier No.:
312-336-8840; Attention: Corporate Trust Administration.

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof.

     SECTION 15. Persons Entitled To Benefit Of Agreement. This Agreement shall
inure to the benefit of and be binding upon each party hereto and its respective
successors. This Agreement and the terms and provisions hereof are for the sole
benefit of only those persons, except that (x) the representations, warranties,
indemnities and agreements of the Company contained in this Agreement shall also
be deemed to be for the benefit of the Remarketing Agent and the person or
persons, if any, who control the Remarketing Agent within the meaning of Section
15 of the Securities Act and (y) the indemnity agreement of the Remarketing
Agent

                                       16

<PAGE>

contained in Section 8 of this Agreement shall be deemed to be for the benefit
of the Company's directors and officers who sign the Registration Statement, if
any, and any person controlling the Company within the meaning of Section 15 of
the Securities Act. Nothing contained in this Agreement is intended or shall be
construed to give any person, other than the persons referred to herein, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

     SECTION 16. Survival. The respective indemnities, representations,
warranties and agreements of the Company and the Remarketing Agent contained in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall survive any Remarketing and shall remain in full force and
effect, regardless of any investigation made by or on behalf of any of them or
any person controlling any of them.

     SECTION 17. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of New York, without regard to conflicts
of laws principles.

     SECTION 18. Judicial Proceedings.

     (a)  Each party hereto expressly accepts and irrevocably submits to the
non-exclusive jurisdiction of the United States Federal or New York State court
sitting in the Borough of Manhattan, The City of New York, New York, over any
suit, action or proceeding arising out of or relating to this Agreement or the
Securities. To the fullest extent it may effectively do so under applicable law,
each party hereto irrevocably waives and agrees not to assert, by way of motion,
as a defense or otherwise, any claim that it is not subject to the jurisdiction
of any such court, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum.

     (b)  Each party hereto agrees, to the fullest extent that it may
effectively do so under applicable law, that a judgment in any suit, action or
proceeding of the nature referred to in Section 18(a) brought in any such court
shall be conclusive and binding upon such party, subject to rights of appeal and
may be enforced in the courts of the United States of America or the State of
New York (or any other court the jurisdiction to which the Company is or may be
subject) by a suit upon such judgment.

     SECTION 19. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

     SECTION 20. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

     SECTION 21. Severability. If any provision of this Agreement shall be held
or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as
applied in any particular case in any or all jurisdictions because it conflicts
with any provisions of any constitution, statute, rule

                                       17

<PAGE>

or public policy or for any other reason, then, to the extent permitted by law,
such circumstances shall not have the effect of rendering the provision in
question invalid, inoperative or unenforceable in any other case, circumstance
or jurisdiction, or of rendering any other provision or provisions of this
Agreement invalid, inoperative or unenforceable to any extent whatsoever.

     SECTION 22. Amendments. This Agreement may be amended by an instrument in
writing signed by the parties hereto. The Company agrees that it will not enter
into, cause or permit any amendment or modification of the Transaction Documents
or any other instruments or agreements relating to the Senior Notes or the
Corporate Units that would in any way adversely affect the rights, duties or
obligations of any of Banc of America, CSFB or UBS, each as a potential
Remarketing Agent, without the prior written consent of Banc of America, CSFB
and UBS.

     SECTION 23. Successors And Assigns. The rights and obligations of the
Company hereunder may not be assigned or delegated to any other Person without
the prior written consent of Banc of America, CSFB and UBS. The rights and
obligations of the Remarketing Agent hereunder may not be assigned or delegated
to any other Person (other than an affiliate of the Remarketing Agent) without
the prior written consent of the Company.

If the foregoing correctly sets forth the agreement by and between the Company,
the Remarketing Agent Candidates and the Purchase Contract Agent, please
indicate your acceptance in the space provided for that purpose below.

                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       18

<PAGE>

                                              Very truly yours,


                                              BAXTER INTERNATIONAL INC.



                                              By: ______________________________
                                                  Name:

                                                  Title:





CONFIRMED AND ACCEPTED:


BANC OF AMERICA SECURITIES LLC


By: ____________________________
    Name:

    Title:


CREDIT SUISSE FIRST BOSTON CORPORATION


By: ____________________________
    Name:

    Title:


UBS WARBURG LLC

By: ____________________________
    Name:

    Title:

<PAGE>

Bank One Trust Company, N.A.,

not individually but solely as Purchase Contract Agent
and as attorney-in-fact for the Holders of the Purchase Contracts

By: ____________________________
    Name:

    Title:






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>6
<FILENAME>dex45.txt
<DESCRIPTION>INDENTURE BETWEEN BAXTER & BANK ONE TRUST COMPANY
<TEXT>
<PAGE>

                                                                     Exhibit 4.5


                           BAXTER INTERNATIONAL INC.,
                                                                   Issuer

                                       to

                          BANK ONE TRUST COMPANY, N.A.,
                                                                   Trustee

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

                                    INDENTURE

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



                           Dated as of April 26, 2002

                                 Debt Securities

<PAGE>

                         Reconciliation and tie between
      Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
                                  and Indenture

   Trust Indenture
     Act Section                                     Indenture Section
- --------------------                                 -----------------
ss.310(a)(1)              .........................         607
      (a)(2)              .........................         607
      (b)                 .........................         608
ss.312(a)                 .........................         701
      (b)                 .........................         702
      (c)                 .........................         702
ss.313(a)                 .........................         703
      (b)(2)              .........................         703
      (c)                 .........................         703
      (d)                 .........................         703
ss.314(a)                 .........................         704
      (c)(1)              .........................         102
      (c)(2)              .........................         102
      (e)                 .........................         102
      (f)                 .........................         102
ss.316(a) (last sentence) .........................         101
      (a)(1)(A)           .........................         502, 512
      (a)(1)(B)           .........................         513
      (b)                 .........................         508
ss.317(a)(1)              .........................         503
      (a)(2)              .........................         504
      (b)                 .........................         1003
ss.318(a)                 .........................         108

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

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
      part of the Indenture.

                                       i

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.   Definitions.....................................................2
Section 102.   Compliance Certificates and Opinions...........................12
Section 103.   Form of Documents Delivered to Trustee.........................12
Section 104.   Acts of Holders................................................13
Section 105.   Notices, etc. to the Trustee and Company.......................14
Section 106.   Notice to Holders of Securities; Waiver........................15
Section 107.   Language of Notices............................................15
Section 108.   Conflict with Trust Indenture Act..............................16
Section 109.   Effect of Headings and Table of Contents.......................16
Section 110.   Successors and Assigns.........................................16
Section 111.   Separability Clause............................................16
Section 112.   Benefits of Indenture..........................................16
Section 113.   Governing Law..................................................16
Section 114.   Legal Holidays.................................................16
Section 115.   Counterparts...................................................17
Section 116.   Judgment Currency..............................................17
Section 117.   Extension of Payment Dates.....................................17
Section 118.   Immunity of Stockholders, Directors, Officers and
               Agents of the Company..........................................18

                                   ARTICLE TWO

                                SECURITIES FORMS

Section 201.   Forms Generally................................................18
Section 202.   Form of Trustee's Certificate of Authentication................18
Section 203.   Securities in Global Form......................................19


                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.   Amount Unlimited; Issuable in Series...........................20
Section 302.   Currency; Denominations........................................24
Section 303.   Execution, Authentication, Delivery and Dating.................25
Section 304.   Temporary Securities...........................................26

                                       ii

<PAGE>

Section 305.   Registration, Transfer and Exchange.......................... 27
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities............. 31
Section 307.   Payment of Interest and Certain Additional Amounts;
               Rights to Interest and Certain Additional Amounts
               Preserved ................................................... 32
Section 308.   Persons Deemed Owners ....................................... 33
Section 309.   Cancellation ................................................ 34
Section 310.   Computation of Interest ..................................... 34


                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 401.   Satisfaction and Discharge .................................. 35
Section 402.   Defeasance and Covenant Defeasance .......................... 37
Section 403.   Application of Trust Money .................................. 41
Section 404.   Reinstatement ............................................... 42
Section 405.   Effect on Subordination Provisions .......................... 42


                                  ARTICLE FIVE

                                    REMEDIES

Section 501.   Events of Default ........................................... 43
Section 502.   Acceleration of Maturity; Rescission and Annulment .......... 44
Section 503.   Collection of Indebtedness and Suits for Enforcement
               by Trustee .................................................. 45
Section 504.   Trustee May File Proofs of Claim ............................ 46
Section 505.   Trustee May Enforce Claims without Possession of
               Securities or Coupons ....................................... 47
Section 506.   Application of Money Collected .............................. 47
Section 507.   Limitations on Suits ........................................ 47
Section 508.   Unconditional Right of Holders to Receive Principal
               and any Premium, Interest and Additional Amounts ............ 48
Section 509.   Restoration of Rights and Remedies .......................... 48
Section 510.   Rights and Remedies Cumulative .............................. 49
Section 511.   Delay or Omission Not Waiver ................................ 49
Section 512.   Control by Holders of Securities ............................ 49
Section 513.   Waiver of Past Defaults ..................................... 49
Section 514.   Waiver of Usury, Stay or Extension Laws ..................... 50
Section 515.   Undertaking for Costs ....................................... 50


                                       iii

<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.   Certain Rights of Trustee ................................... 51
Section 602.   Notice of Defaults .......................................... 52
Section 603.   Not Responsible for Recitals or Issuance of Securities ...... 52
Section 604.   May Hold Securities ......................................... 52
Section 605.   Money Held in Trust ......................................... 53
Section 606.   Compensation and Reimbursement .............................. 53
Section 607.   Corporate Trustee Required; Eligibility ..................... 53
Section 608.   Resignation and Removal; Appointment of Successor ........... 54
Section 609.   Acceptance of Appointment by Successor ...................... 55
Section 610.   Merger, Conversion, Consolidation or Succession to Business . 56
Section 611.   Appointment of Authenticating Agent ......................... 57


                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.   Company to Furnish Trustee Names and Addresses of Holders ... 59
Section 702.   Preservation of Information; Communications to Holders ...... 59
Section 703.   Reports by Trustee .......................................... 59
Section 704.   Reports by Company .......................................... 60


                                  ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

Section 801.   Company May Consolidate, Etc., Only on Certain Terms ........ 60
Section 802.   Successor Person Substituted for Company .................... 61


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures without Consent of Holders .......... 61
Section 902.   Supplemental Indentures with Consent of Holders ............. 63
Section 903.   Execution of Supplemental Indentures ........................ 65
Section 904.   Effect of Supplemental Indentures ........................... 65
Section 905.   Reference in Securities to Supplemental Indentures .......... 65
Section 906.   Effect on Senior Indebtedness ............................... 65
Section 907.   Conformity with Trust Indenture Act ......................... 65


                                       iv

<PAGE>

                                   ARTICLE TEN

                                    COVENANTS

Section 1001.  Payment of Principal, Premium, Interest and
               Additional Amounts .......................................... 66
Section 1002.  Maintenance of Office or Agency ............................. 66
Section 1003.  Money for Securities Payments to Be Held in Trust ........... 68
Section 1004.  Additional Amounts .......................................... 69
Section 1005.  Restriction on the Creation of Secured Debt ................. 70
Section 1006.  Corporate Existence ......................................... 72
Section 1007.  Restriction on Sale and Leaseback Transactions .............. 72
Section 1008.  Restriction on Transfer of Principal Facility
               to Subsidiaries Other than Restricted Subsidiaries .......... 73
Section 1009.  Waiver of Certain Covenants ................................. 74
Section 1010.  Company Statement as to Compliance .......................... 74


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article .................................... 74
Section 1102.  Election to Redeem; Notice to Trustee ....................... 74
Section 1103.  Selection by Trustee of Securities to be Redeemed ........... 75
Section 1104.  Notice of Redemption ........................................ 75
Section 1105.  Deposit of Redemption Price ................................. 77
Section 1106.  Securities Payable on Redemption Date ....................... 77
Section 1107.  Securities Redeemed in Part ................................. 78


                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.  Applicability of Article .................................... 79
Section 1202.  Satisfaction of Sinking Fund Payments with Securities ....... 79
Section 1203.  Redemption of Securities for Sinking Fund ................... 80


                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.  Applicability of Article .................................... 80


                                        v

<PAGE>

                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

Section 1401.  Applicability of Article .................................... 81



                                 ARTICLE FIFTEEN

                    SUBORDINATION OF SUBORDINATED SECURITIES

Section 1501.  Agreement to Subordinate .................................... 81


                                       vi

<PAGE>

         INDENTURE, dated as of February __, 2002 (the "Indenture"), between
Baxter International Inc., a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter called the "Company"), having its
principal executive office located at One Baxter Parkway, Deerfield, Illinois
60015, and Bank One Trust Company, N.A., a national banking association
(hereinafter called the "Trustee").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior and
subordinated unsecured debentures, notes or other evidences of indebtedness
(hereinafter called the "Securities"), unlimited as to principal amount, to bear
such rates of interest, to mature at such time or times, to be issued in one or
more series, to have such relative rankings in priority of payment, and to have
such other provisions as shall be fixed as hereinafter provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof and any Coupons (as herein defined) as
follows:


                                       1

<PAGE>

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 101.    Definitions.

     Except as otherwise expressly provided in or pursuant to this Indenture or
unless the context otherwise requires, for all purposes of this Indenture:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article, and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act either directly or by reference therein, have the meanings
     assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP (as herein defined);

          (4) the words "herein", "hereof", "hereto" and "hereunder" and other
     words of similar import refer to this Indenture as a whole and not to any
     particular Article, Section or other subdivision;

          (5) the word "or" is always used inclusively (for example, the phrase
     "A or B" means "A or B or both", not "either A or B but not both");

          (6) provisions apply to successive events and transactions;

          (7) the term "merger" includes a statutory share exchange and the
     terms "merge" and "merged" have correlative meanings;

          (8) the masculine gender includes the feminine and the neuter; and

          (9) references to agreements and other instruments include subsequent
     amendments and supplements thereto.

     Certain terms used principally in certain Articles hereof are defined in
those Articles.

     "Act", when used with respect to any Holders, has the meaning specified in
Section 104.

     "Additional Amounts" means any additional amounts which are required hereby
or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein and which are owing to such
Holders.

     "Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control", when used with respect to any


                                       2

<PAGE>

specified Person means 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" have meanings correlative to the foregoing.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 611 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Authorized Newspaper" means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published
on days that are not Business Days in the place of publication, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same place meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

     "Bearer Security" means any Security in the form established pursuant to
Section 201 which is payable to bearer.

     "Board of Directors" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

     "Board Resolution" means a copy of one or more resolutions, certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee.

     "Business Day" means, unless otherwise specified with respect to the
Securities of any series pursuant to Section 301, any day other than a Saturday,
Sunday or other day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to close; provided
that such term shall mean, when used with respect to any payment of principal
of, or premium or interest, if any, on, or Additional Amounts with respect to,
the Securities of any series to be made at any Place of Payment for such
Securities, unless otherwise specified pursuant to Section 301 with respect to
such Securities, any day other than a Saturday, Sunday or other day on which
banking institutions in such Place of Payment are authorized or obligated by
law, regulation or executive order to close.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

     "Common Stock" includes any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company.


                                       3

<PAGE>

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person and any other obligor upon the Securities.

     "Company Request" and "Company Order" mean, respectively, a written request
or order, as the case may be, signed in the name of the Company by the Chairman,
the Chief Executive Officer, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee.

     "Consolidated Net Tangible Assets" means the total amount of assets which
would be included on a consolidated balance sheet of the Company and its
Subsidiaries under generally accepted accounting principles (less applicable
reserves and other properly deductible items) after deducting therefrom:

          (a) all short-term liabilities and liability items, except for
     indebtedness payable by its terms more than one year from the date of
     incurrence thereof (or renewable or extendible at the option of the obligor
     for a period ending more than one year after such date of incurrence); and

          (b) all goodwill, trade names, trademarks, patents, unamortized debt
     discount, unamortized expense incurred in the issuance of debt and other
     like intangibles (except prepaid royalties).

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.

     "Corporate Trust Office" means either (A) the principal corporate trust
office of the Trustee at which at any particular time this Indenture shall be
administered, which office at the date of original execution of this Indenture
is located at 1 Bank One Plaza, Suite IL1-0823, Chicago, Illinois 60670-0823 or
(B) for purposes of Section 301(9) and Section 1002, "Corporate Trust Office"
means the principal corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York at which at any particular time its corporate
trust business shall be administered in The City of New York, which office at
the date of original execution of this Indenture is located 55 Walter Street,
1st Floor, Jeanette Park Entrance, New York, New York 10005.

     "Corporation" includes corporations, partnerships, associations, limited
liability companies and other companies, and business trusts.

     "Coupon" means any interest coupon appertaining to a Bearer Security.

     "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment,


                                       4

<PAGE>

deposit or other transfer is required to be made by or pursuant to the terms
hereof or such Security and, with respect to any other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means
Dollars.

     "CUSIP number" means the alphanumeric designation assigned to a Security by
Standard & Poor's, CUSIP Service Bureau.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Depository" means, with respect to any Security issuable or issued in the
form of one or more global Securities, the Person designated as depository by
the Company in or pursuant to this Indenture, and, unless otherwise provided
with respect to any Security, any successor to such Person. If at any time there
is more than one such Person, "Depository" shall mean, with respect to any
Securities, the depository which has been appointed with respect to such
Securities.

     "Dollars" or "$" means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor thereto, in each case as amended from time to time.

     "Foreign Currency" means any currency, currency unit or composite currency
issued by the government of one or more countries other than the United States
of America or by any recognized confederation or association of such government.

     "Funded Debt" means any obligation payable by its terms more than one year
from the date of incurrence thereof (or renewable or extendible at the option of
the obligor for a period ending more than one year after such date of
incurrence), which under GAAP should be shown on the consolidated balance sheet
of the Company as a liability.

     "GAAP" and "generally accepted accounting principles" mean, unless
otherwise specified with respect to any Securities pursuant to Section 301, such
accounting principles as are generally accepted in the United States of America
as of the date or time of any computation required hereunder.

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or any
premium or interest on the relevant Security or any Additional Amounts in
respect thereof shall be payable, in each case where the payment or payments
thereunder are supported by the full faith and credit of such government or
governments or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments, in each case where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust


                                       5

<PAGE>

company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount with respect to
any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of or other amount with respect to the Government Obligation evidenced
by such depository receipt.

     "Holder", in the case of any Registered Security, means the Person in whose
name such Security is registered in the Security Register and, in the case of
any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and, with
respect to any Security, by the terms and provisions of such Security and any
Coupon appertaining thereto established pursuant to Section 301 (as such terms
and provisions may be amended pursuant to the applicable provisions hereof),
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of those particular
series of Securities for which such Person is Trustee established pursuant to
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted.

     "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

     "interest", with respect to any Original Issue Discount Security which by
its terms bears interest only after Maturity, means interest payable after
Maturity.

     "Interest Payment Date", with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.

     "Judgment Currency" has the meaning specified in Section 116.

     "Maturity", with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture or such Security, whether
at the Stated Maturity or by declaration of acceleration, upon notice of
redemption at the option of the Company, repurchase, or upon notice of option to
elect repayment at the option of the Holder or otherwise, and includes a
Redemption Date for such Security and the date fixed for the repurchase of such
Security or the date fixed for repayment of such Security at the option of the
Holder.

     "New York Banking Day" has the meaning specified in Section 116.


                                       6

<PAGE>

     "Office" or "Agency", with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 1002 or, to the
extent designated or required by Section 1002 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

     "Officers' Certificate" means a certificate signed by the Chairman, the
Chief Executive Officer, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

     "Original Issue Discount Security" means a Security issued pursuant to this
Indenture which provides for an amount less than the principal face amount
thereof to be due and payable upon declaration of acceleration pursuant to
Section 502.

     "Outstanding", when used with respect to any Securities, means, as of the
date of determination, all such Securities theretofore authenticated and
delivered under this Indenture, except:

     (a)  any such Security theretofore cancelled by the Trustee or the Security
          Registrar or delivered to the Trustee or the Security Registrar for
          cancellation;

     (b)  any such Security for whose payment at the Maturity thereof money in
          the necessary amount (or, to the extent that such Security is payable
          at such Maturity in shares of Common Stock or other securities, Common
          Stock or such other securities in the necessary amount, together with,
          if applicable, cash in lieu of fractional shares of securities) has
          been theretofore deposited pursuant hereto (other than pursuant to
          Section 402) with the Trustee or any Paying Agent (other than the
          Company) in trust or set aside and segregated in trust by the Company
          (if the Company shall act as its own Paying Agent) for the Holders of
          such Securities and any Coupons appertaining thereto, provided that,
          if such Securities are to be redeemed, notice of such redemption has
          been duly given pursuant to this Indenture or provision therefor
          satisfactory to the Trustee has been made;

     (c)  any such Security with respect to which the Company has effected
          defeasance or covenant defeasance pursuant to Section 402; except to
          the extent provided in Section 402;

     (d)  any such Security which has been paid pursuant to Section 306 or in
          exchange for or in lieu of which other Securities have been
          authenticated and delivered pursuant to this Indenture, unless there
          shall have been


                                       7

<PAGE>

               presented to the Trustee proof satisfactory to it that such
               Security is held by a bona fide purchaser in whose hands such
               Security is a valid obligation of the Company; and

          (e)  any such Security converted or exchanged as contemplated by this
               Indenture into Common Stock or other securities, if the terms of
               such Security provide for such conversion or exchange pursuant to
               Section 301;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency that may be
counted in making such determination and that shall be deemed Outstanding for
such purposes shall be the Dollar equivalent, determined on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (i) above) of
such Security, and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee knows to
be so owned shall be so disregarded. Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee (A) the pledgee's right so to act with
respect to such Securities and (B) that the pledgee is not the Company or any
other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate (other than a Trust) of the Company or such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

     "Person" and "person" mean any individual, Corporation, joint venture,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

     "Place of Payment", with respect to any Security, means the place or places
where the principal of, or any premium or interest on, or any Additional Amounts
with respect to such Security are payable as provided in or pursuant to this
Indenture or such Security.


                                       8

<PAGE>

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

     "Principal Facility" means any manufacturing plant, warehouse, office
building or parcel of real property (including fixtures, but excluding leases
and other contract rights which might otherwise be deemed real property) owned
by the Company or any Restricted Subsidiary, whether owned on the date hereof or
thereafter, provided each such plant, warehouse, office building or parcel of
real property has a gross book value (without deduction for any depreciation
reserves) in excess of 2% of Consolidated Net Tangible Assets other than any
such plant, warehouse, office building or parcel of real property or portion
thereof which, in the opinion of the Board of Directors (evidenced by a Board
Resolution) is not of material importance to the business conducted by the
Company and its Subsidiaries taken as a whole.

     "Redemption Date", with respect to any Security or portion thereof to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

     "Redemption Price", with respect to any Security or portion thereof to be
redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

     "Registered Security" means any Security established pursuant to Section
201 which is registered in the Security Register.

     "Regular Record Date" for the interest payable on any Registered Security
on any Interest Payment Date therefor means the date, if any, specified in or
pursuant to this Indenture or such Security as the record date for the payment
of such interest.

     "Required Currency" has the meaning specified in Section 116.

     "Responsible Officer" means any officer of the Trustee assigned by the
Trustee to administer corporate trust matters and also means, with respect to a
particular corporate trust matter, any other officer or employee of the Trustee
to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.

     "Restricted Subsidiary" means any corporation in which the Company owns
voting securities entitling it to elect a majority of the directors and which is
either designated a Restricted Subsidiary in accordance with this Indenture or
(i) existed as such on the date of this Indenture or is the successor to, or
owns, any equity interest in, a corporation which so existed, (ii) has its
principal business and assets in the United States (including Puerto Rico and
other territories and possessions), (iii) such business is other than the
obtaining of financing in capital markets outside the United States or the
financing of the acquisition or disposition of real or personal property or
dealing in real property for residential or office building purposes, and (iv)


                                       9

<PAGE>

does not have assets substantially all of which consist of securities of one or
more corporations which are not Restricted Subsidiaries.

     "Sale and Leaseback Transaction" means any sale or transfer made by the
Company or one or more Restricted Subsidiaries (except a sale or transfer made
to the Company or one or more Restricted Subsidiaries) of any Principal Facility
which (in the case of a Principal Facility which is a manufacturing plant,
warehouse or office building) has been in operation, use or commercial
production (exclusive of test and start-up periods) by the Company or any
Restricted Subsidiary for more than 120 days prior to such sale or transfer, or
which (in the case of a Principal Facility which is a parcel of real property
other than a manufacturing plant, warehouse or office building) has been owned
by the Company or any Restricted Subsidiary for more than 120 days prior to such
sale or transfer, if such sale or transfer is made with the intention of
leasing, or as part of an arrangement involving the lease, of such Principal
Facility to the Company or a Restricted Subsidiary, except (a) a lease for a
period of not exceeding 36 months, made with the intention that the use of the
leased Principal Facility by the Company or such Restricted Subsidiary will be
discontinued on or before the expiration of such period and (b) a lease that
secures or relates to obligations issued by the United States of America or any
state, territory or possession of the United States of America, or any political
subdivision of any of the foregoing, or of the District of Columbia, in
connection with the financing of the cost of construction or acquisition of such
Principal Facility or a part thereof. No Security Interest described in
subparagraphs(a) through (l) of Section 1005 shall be deemed to create or be
defined to be a Sale or Leaseback Transaction.

     "Secured Debt" means any indebtedness for money borrowed by, or evidenced
by a note or other similar instrument of, the Company or a Restricted
Subsidiary, and any other indebtedness of the Company or a Restricted Subsidiary
on which by the terms of such indebtedness interest is paid or payable,
including obligations evidenced or secured by leases, installment sales
agreements or other instruments (other than indebtedness owed by a Restricted
Subsidiary to the Company, by a Restricted Subsidiary to another Restricted
Subsidiary or by the Company to a Restricted Subsidiary), which in any such case
is secured by (a) a Security Interest in any Principal Facility or portion
thereof or (b) a Security Interest in any shares of stock owned directly or
indirectly by the Company in a Restricted Subsidiary or in indebtedness for
money borrowed by a Restricted Subsidiary from the Company or another Restricted
Subsidiary. The securing in the foregoing manner of any debt which immediately
prior thereto was not Secured Debt shall be deemed to be the creation of Secured
Debt at the time such security is given. The amount of Secured Debt at any time
outstanding shall be the maximum aggregate amount then owing thereon by the
Company and its Restricted Subsidiaries.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor thereto, in each case as amended from time to time.

     "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.


                                       10

<PAGE>

     "Security Interest" means any mortgage, pledge, lien, encumbrance or other
security interest which secures payment or performance of an obligation.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Senior Indebtedness", when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
301(25) with respect to the Subordinated Securities of such series.

     "Special Record Date" for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Trustee pursuant to Section 307.

     "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

     "Subordinated Security" or "Subordinated Securities" means Securities
which, pursuant to Section 301(25), are expressly made subordinate in right of
payment to Senior Indebtedness.

     "Subordination Provisions", when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
301(25) with respect to the Subordinated Securities of such series.

     "Subsidiary" means any corporation of which the Company, or the Company and
one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own voting securities entitling the holders thereof to elect a
majority of the directors, either at all times or so long as there is no default
or contingency which permits the holders of any other class or classes of
securities to vote for the election of one or more directors.

     "Superior Indebtedness" means any obligation of the Company or any
Restricted Subsidiary which constituted Funded Debt as of the date of its
creation and which, in the case of such Funded Debt of the Company, is not
subordinate and junior in right of payment to the prior payment of the
Securities.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes of
such Act or provision, as the case may be.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such with respect to
one or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean each Person who is then a Trustee
hereunder; provided, however, that if at any time there is


                                       11

<PAGE>

more than one such Person, "Trustee" shall mean each such Person and as used
with respect to the Securities of any series shall mean the Trustee with respect
to the Securities of such series.

     "United States", means the United States of America (including the states
thereof and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; and the term "United States of America"
means the United States of America.

     "United States Alien", except as otherwise provided in or pursuant to this
Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "Vice President".

     Section 102. Compliance Certificates and Opinions.

     Except as otherwise expressly provided in or pursuant to this Indenture,
upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
an Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     Such certificate or opinion shall also include:

     (1) a statement that such officer or counsel has read such covenant or
condition;

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

     (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether such covenant or condition has been complied
with.

     Section 103. Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters


                                       12

<PAGE>

and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
opinion with respect to the matters upon which his certificate or opinion is
based are erroneous. Any such Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company, a governmental official or officers
or any other Person or Persons, stating that the information with respect to
such factual matters is in the possession of the Company unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate,
opinion or representations with respect to such matters is erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

     Section 104. Acts of Holders.

     (1) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by or pursuant to this Indenture to be made, given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section 104.

     Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository that
is a Holder of a global Security, may make, give or take, by a proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or pursuant to this Indenture
or the Securities to be made, given or taken by Holders, and a Depository that
is a Holder of a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security through such
Depository's standing instructions and customary practices.

     (2) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section 104.


                                       13

<PAGE>

     (3) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.

     (4) The ownership, principal amount and serial numbers of Bearer Securities
held by any Person, and the date of the commencement and the date of the
termination of holding the same, may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company,
bank, banker or other depositary reasonably acceptable to the Company, wherever
situated, if such certificate shall be deemed by the Company and the Trustee to
be satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Company and the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, (2) such Bearer Security is produced to
the Trustee by some other Person, (3) such Bearer Security is surrendered in
exchange for a Registered Security or (4) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Company and the Trustee deem
sufficient.

     (5) If the Company shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may at its option (but is not obligated to), by
Board Resolution, fix in advance a record date for the determination of Holders
of Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purpose of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders of Registered Securities shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

     (6) Any request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee, any Security Registrar, any
Paying Agent or the Company in reliance thereon, whether or not notation of such
Act is made upon such Security.


                                       14

<PAGE>

     Section 105. Notices, etc. to Trustee and Company.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or the Company shall be sufficient for
     every purpose hereunder if made, given, furnished or filed in writing to or
     with the Trustee at its Corporate Trust Office; or

          (2) the Company by the Trustee or any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if in
     writing and mailed, first-class postage prepaid, to the Company addressed
     to the attention of its Treasurer at the address of its principal office
     specified in the first paragraph of this instrument or at any other address
     previously furnished in writing to the Trustee by the Company.

     Section 106. Notice to Holders of Securities; Waiver.

     Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of Securities of any event,

          (1) such notice shall be sufficiently given to Holders of Registered
     Securities if in writing and mailed, first-class postage prepaid, to each
     Holder of a Registered Security affected by such event, at his address as
     it appears in the Security Register, not later than the latest date, and
     not earlier than the earliest date, prescribed for the giving of such
     notice; and

          (2) such notice shall be sufficiently given to Holders of Bearer
     Securities, if any, if published in an Authorized Newspaper in The City of
     New York and, if such Securities are then listed on any stock exchange
     outside the United States, in an Authorized Newspaper in such city as the
     Company shall advise the Trustee that such stock exchange so requires, on a
     Business Day at least twice, the first such publication to be not earlier
     than the earliest date and the second such publication not later than the
     latest date prescribed for the giving of such notice.

     In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of


                                       15

<PAGE>

Bearer Securities as shall be given with the approval of the Trustee shall
constitute sufficient notice to such Holders for every purpose hereunder.
Neither failure to give notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice mailed to Holders of Registered Securities as provided
above.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     Section 107. Language of Notices.

     Any request, demand, authorization, direction, notice, consent, election or
waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in
an official language of the country of publication.

     Section 108. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

     Section 109. Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     Section 110. Successors and Assigns.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

     Section 111. Separability Clause.

     In case any provision in this Indenture, any Security or any Coupon shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not, to the fullest extent permitted by law,
in any way be affected or impaired thereby.

     Section 112. Benefits of Indenture.

     Nothing in this Indenture, any Security or any Coupon, express or implied,
shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent and their successors hereunder and the Holders of Securities or
Coupons, and, in the case of the Subordinated Securities of any series, the
holders of Senior Indebtedness with respect to such series, any benefit or any
legal or equitable right, remedy or claim under this Indenture.


                                       16

<PAGE>

     Section 113. Governing Law.

     This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
State.

     Section 114. Legal Holidays.

     Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of, or any other day on which a payment is due with respect to, any
Security shall be a day which is not a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon or in the Board
Resolution, Officers' Certificate or supplemental indenture establishing the
terms of any Security that specifically states that such provision shall apply
in lieu hereof) payment need not be made at such Place of Payment on such date,
but such payment may be made on the next succeeding day that is a Business Day
at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, at the Stated Maturity or Maturity or on any such other
payment date, as the case may be, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such Interest
Payment Date, Stated Maturity, Maturity or other payment date, as the case may
be, to the next succeeding Business Day.

     Section 115. Counterparts.

     This Indenture may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.

     Section 116. Judgment Currency.

     The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding that on which a final unappealable judgment is
given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of


                                       17

<PAGE>

New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed. The
provisions of this Section 116 shall not be applicable with respect to any
payment due on a Security which is payable in Dollars.

     Section 117. Extension of Payment Dates.

     In the event that (i) the terms of any Security or Coupon appertaining
thereto established in or pursuant to this Indenture permit the Company or any
Holder thereof to extend the date on which any payment of principal of, or
premium, if any, or interest, if any, on, or Additional Amounts, if any, with
respect to such Security or Coupon is due and payable and (ii) the due date for
any such payment shall have been so extended, then all references herein to the
Stated Maturity of such payment (and all references of like import) shall be
deemed to refer to the date as so extended.

     Section 118. Immunity of Stockholders, Directors, Officers and Agents of
the Company.

     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any past, present or future stockholder, employee,
officer or director, as such, of the Company or of any predecessor or successor,
either directly or through the Company or any predecessor or successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders and as part of the consideration for the issue of the
Securities.

                                  ARTICLE TWO

                                SECURITIES FORMS

     Section 201. Forms Generally.

     Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officer of the Company executing
such Security or Coupon as evidenced by the execution of such Security or
Coupon.

     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons.

     Definitive Securities and definitive Coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved


                                       18

<PAGE>

borders or may be produced in any other manner, all as determined by the officer
of the Company executing such Securities or Coupons, as evidenced by the
execution of such Securities or Coupons.

     Section 202. Form of Trustee's Certificate of Authentication.

     Subject to Section 611, the Trustee's certificate of authentication shall
be in substantially the following form:

     This is one of the Securities of the series designated therein referred to
     in the within-mentioned Indenture.

                                        Bank One Trust Company, N.A.,
                                         as Trustee

                                        By:
                                            ------------------------------------
                                            Authorized Signatory

     Section 203. Securities in Global Form.

     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in global form. If Securities
of a series shall be issuable in temporary or permanent global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect
exchanges. Any endorsement of any Security in global form to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby shall be made in such manner and
by such Person or Persons as shall be specified therein or pursuant to Section
301 with respect to such Security or in the Company Order to be delivered
pursuant to Section 303 or Section 304 with respect thereto. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in global form in the manner and upon
instructions given by the Person or Persons specified therein or pursuant to
Section 301 with respect to such Security or in the applicable Company Order. If
a Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to a
Security in global form shall be in writing but need not be accompanied by or
contained in an Officers' Certificate and need not be accompanied by an Opinion
of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the
event a global Security is exchangeable for definitive Securities as provided in
Section 305, then, unless otherwise provided in or pursuant to this Indenture
with respect to the Securities of such series, the Trustee shall deliver and
redeliver such global Security to the extent necessary to effect such exchanges,
shall endorse such global Security to reflect any decrease in the principal
amount thereto resulting from such exchanges and shall take such other actions,
all as contemplated by Section 305.


                                       19

<PAGE>

     Notwithstanding the provisions of Section 307, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, and any Additional Amounts in respect of any Security
in temporary or permanent global form shall be made to the Person or Persons
specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or
(ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 301.

                                 ARTICLE THREE

                                 THE SECURITIES

     Section 301. Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series.

     With respect to any Securities to be authenticated and delivered hereunder,
there shall be established in or pursuant to one or more Board Resolutions and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of any Securities of a series,

          (1) the title of the Securities of such series;

          (2) any limit upon the aggregate principal amount of the Securities of
     such series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of such
     series pursuant to Section 304, 305, 306, 905 or 1107, upon repayment in
     part of any Security of such series pursuant to Article Thirteen or upon
     surrender in part of any Security for conversion or exchange into Common
     Stock or other securities pursuant to its terms), and whether such series
     may be reopened from time to time for the issuance of additional Securities
     of such series or to establish additional terms of such series;

          (3) whether such Securities are to be issuable as Registered
     Securities, as Bearer Securities or alternatively as Bearer Securities and
     Registered Securities, and whether the Bearer Securities are to be issuable
     with Coupons, without Coupons or both, and any restrictions applicable to
     the offer, sale or delivery of the Bearer Securities and the terms, if any,
     upon which Bearer Securities may be exchanged for Registered Securities and
     vice versa;

          (4) if any of such Securities are to be issuable in global form, when
     any of such Securities are to be issuable in global form and (i) whether
     such Securities are to be


                                       20

<PAGE>

     issued in temporary or permanent global form or both, (ii) whether
     beneficial owners of interests in any such global Security may exchange
     such interests for Securities of the same series and of like tenor and of
     any authorized form and denomination, and the circumstances under which any
     such exchanges may occur, if other than in the manner specified in Section
     305, (iii) the name of the Depository with respect to any such global
     Security and (iv) if applicable and in addition to the Persons specified in
     Section 305, the Person or Persons who shall be entitled to make any
     endorsements on any such global Security and to give the instructions and
     take the other actions with respect to such global Security contemplated by
     the first paragraph of Section 203;

          (5) if any of such Securities are to be issuable as Bearer Securities,
     the date as of which any such Bearer Security shall be dated (if other than
     the date of original issuance of the first of such Securities to be
     issued);

          (6) if any of such Securities are to be issuable as Bearer Securities,
     whether interest in respect of any portion of a temporary Bearer Security
     in global form payable in respect of an Interest Payment Date therefor
     prior to the exchange, if any, of such temporary Bearer Security for
     definitive Securities shall be paid to any clearing organization with
     respect to the portion of such temporary Bearer Security held for its
     account and, in such event, the terms and conditions (including any
     certification requirements) upon which any such interest payment received
     by a clearing organization will be credited to the Persons entitled to
     interest payable on such Interest Payment Date;

          (7) the date or dates, or the method or methods, if any, by which such
     date or dates shall be determined, on which the principal and premium, if
     any, of such Securities is payable;

          (8) the rate or rates at which such Securities shall bear interest, if
     any, or the method or methods, if any, by which such rate or rates are to
     be determined, the date or dates, if any, from which such interest shall
     accrue or the method or methods, if any, by which such date or dates are to
     be determined, the Interest Payment Dates, if any, on which such interest
     shall be payable and the Regular Record Date, if any, for the interest
     payable on Registered Securities on any Interest Payment Date, the notice,
     if any, to Holders regarding the determination of interest on a floating
     rate Security and the manner of giving such notice, and the basis upon
     which interest shall be calculated if other than that of a 360-day year of
     twelve 30-day months;

          (9) if in addition to or other than the Borough of Manhattan, The City
     of New York, the place or places where the principal of, any premium and
     interest on or any Additional Amounts with respect to such Securities shall
     be payable, any of such Securities that are Registered Securities may be
     surrendered for registration of transfer or exchange, any of such
     Securities may be surrendered for conversion or exchange and notices or
     demands to or upon the Company in respect of such Securities and this
     Indenture may be served;

          (10) whether any of such Securities are to be redeemable at the option
     of the Company and, if so, the date or dates on which, the period or
     periods within which, the


                                       21

<PAGE>

     price or prices at which and the other terms and conditions upon which such
     Securities may be redeemed, in whole or in part, at the option of the
     Company;

          (11) whether the Company is obligated to redeem or purchase any of
     such Securities pursuant to any sinking fund or analogous provision or at
     the option of any Holder thereof and, if so, the date or dates on which,
     the period or periods within which, the price or prices at which and the
     other terms and conditions upon which such Securities shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation, and any
     provisions for the remarketing of such Securities so redeemed or purchased;

          (12) the denominations in which any of such Securities that are
     Registered Securities shall be issuable if other than denominations of
     $1,000 and any integral multiple thereof, and the denominations in which
     any of such Securities that are Bearer Securities shall be issuable if
     other than the denomination of $5,000;

          (13) whether the Securities of the series will be convertible into
     and/or exchangeable for Common Stock or other securities, and if so, the
     terms and conditions upon which such Securities will be so convertible or
     exchangeable, and any deletions from or modifications or additions to this
     Indenture to permit or to facilitate the issuance of such convertible or
     exchangeable Securities or the administration thereof;

          (14) if other than the principal amount thereof, the portion of the
     principal amount of any of such Securities that shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section 502
     or the method by which such portion is to be determined;

          (15) if other than Dollars, the Foreign Currency in which payment of
     the principal of, any premium or interest on or any Additional Amounts with
     respect to any of such Securities shall be payable;

          (16) if the principal of, any premium or interest on or any Additional
     Amounts with respect to any of such Securities are to be payable, at the
     election of the Company or a Holder thereof or otherwise, in Dollars or in
     a Foreign Currency other than that in which such Securities are stated to
     be payable, the date or dates on which, the period or periods within which,
     and the other terms and conditions upon which, such election may be made,
     and the time and manner of determining the exchange rate between the
     Currency in which such Securities are stated to be payable and the Currency
     in which such Securities or any of them are to be paid pursuant to such
     election, and any deletions from or modifications of or additions to the
     terms of this Indenture to provide for or to facilitate the issuance of
     Securities denominated or payable, at the election of the Company or a
     Holder thereof or otherwise, in a Foreign Currency;

          (17) whether the amount of payments of principal of, any premium or
     interest on or any Additional Amounts with respect to such Securities may
     be determined with reference to an index, formula or other method or
     methods (which index, formula or method or methods may be based, without
     limitation, on one or more Currencies,


                                       22

<PAGE>

     commodities, equity indices or other indices), and, if so, the terms and
     conditions upon which and the manner in which such amounts shall be
     determined and paid or payable;

          (18) any deletions from, modifications of or additions to the Events
     of Default or covenants of the Company with respect to any of such
     Securities (whether or not such Events of Default or covenants are
     consistent with the Events of Default or covenants set forth herein), and
     whether Section 1009 shall be applicable with respect to any such
     additional covenants;

          (19) if any one or more of Section 401 relating to satisfaction and
     discharge, Section 402(2) relating to defeasance or Section 402(3) relating
     to covenant defeasance shall not be applicable to the Securities of such
     series, or any covenants in addition to or other than those specified in
     Section 402(3) relating to the Securities of such series which shall be
     subject to covenant defeasance, and, if the Securities of such series are
     subject to repurchase or repayment at the option of the Holders thereof
     pursuant to Article Thirteen, whether the Company's obligation to
     repurchase or repay such Securities will be subject to satisfaction and
     discharge pursuant to Section 401 or to defeasance or covenant defeasance
     pursuant to Section 402, and, whether the Holders of such Securities have
     the right to convert or exchange such Securities into Common Stock or other
     securities, if the right to effect such conversion or exchange will be
     subject to satisfaction and discharge pursuant to Section 401 or to
     defeasance or covenant defeasance pursuant to Section 402, and any
     deletions from, or modifications or additions to, the provisions of Article
     Four (including any modification which would permit satisfaction and
     discharge, defeasance or covenant defeasance to be effected with respect to
     less than all of the outstanding Securities of such series) in respect of
     the Securities of such series;

          (20) whether any of such Securities are to be issuable upon the
     exercise of warrants, and the time, manner and place for such Securities to
     be authenticated and delivered;

          (21) if any of such Securities are issuable in global form and are to
     be issuable in definitive form (whether upon original issue or upon
     exchange of a temporary Security) only upon receipt of certain certificates
     or other documents or satisfaction of other conditions, then the form and
     terms of such certificates, documents or conditions;

          (22) whether and under what circumstances the Company will pay
     Additional Amounts on such Securities to any holder who is a United States
     Alien in respect of any tax, assessment or other government charge and, if
     so, whether the Company will have the option to redeem such Securities
     rather than pay such Additional Amounts;

          (23) if there is more than one Trustee, the identity of the Trustee
     and, if not the Trustee, the identity of each Security Registrar, Paying
     Agent or Authenticating Agent with respect to such Securities;

          (24) the Person to whom any interest on any Registered Security of
     such series shall be payable, if other than the Person in whose name the
     Registered Security (or one or more Predecessor Securities) is registered
     at the close of business on the Regular


                                       23

<PAGE>

     Record Date for such interest, the manner in which, or the Person to whom,
     any interest on any Bearer Security of such series shall be payable, if
     other than upon presentation and surrender of the Coupons appertaining
     thereto as they severally mature, and the extent to which, or the manner in
     which, any interest payable on a temporary global Security will be paid if
     other than in the manner provided in this Indenture;

          (25) if the Securities of such series are Subordinated Securities, the
     terms pursuant to which the Securities of such series will be made
     subordinate in right of payment to Senior Indebtedness, the definition of
     such Senior Indebtedness with respect to such series and any changes in
     Article Fifteen with respect to such series (in the absence of an express
     statement to the effect that the Securities of such series are Subordinate
     Securities, the Securities of such series shall not be subordinate to
     Senior Indebtedness and shall not constitute Subordinated Securities),
     whether any one or more of Sections 1005, 1007 and 1008 will apply to the
     series of Subordinated Securities and, if so, any deletions and any
     modifications or additions to such Sections; and, in the event that the
     Securities of such series are Subordinated Securities, the Board
     Resolution, Officers' Certificate or supplemental indenture, as the case
     may be, establishing the terms of such series shall expressly state which
     articles, sections or other provisions thereof constitute the
     "Subordination Provisions" with respect to the Securities of such series;
     and

          (26) any other terms of such Securities and any deletions from or
     modifications or additions to this Indenture in respect of such Securities.

     All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest, or
method of determining the rate of interest, if any, Maturity, and the date from
which interest, if any, shall accrue and except as may otherwise be provided by
the Company in or pursuant to the Board Resolution and set forth in the
Officers' Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Officers'
Certificate or supplemental indenture, as the case may be, pertaining to such
series of Securities (telephonic instructions to be promptly confirmed in
writing by such person) and that such persons are authorized to determine,
consistent with such Officers' Certificate or supplemental indenture, such terms
and conditions of the Securities of such series as are specified in such
Officers' Certificate or supplemental indenture. All Securities of any one
series need not be issued at the same time and, if so provided by the Company as
contemplated by this Section 301, a series may be reopened for issuances of
additional Securities of such series or to establish additional terms of such
series of Securities.

     If any of the terms of the Securities of any series shall be established by
action taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series.


                                       24

<PAGE>

     Section 302. Currency; Denominations.

     Unless otherwise provided in or pursuant to this Indenture, the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or pursuant
to this Indenture, Registered Securities denominated in Dollars shall be
issuable in registered form without Coupons in denominations of $1,000 and any
integral multiple thereof, and the Bearer Securities denominated in Dollars
shall be issuable in the denomination of $5,000. Securities not denominated in
Dollars shall be issuable in such denominations as are established with respect
to such Securities in or pursuant to this Indenture.

     Section 303. Execution, Authentication, Delivery and Dating.

     Securities shall be executed on behalf of the Company by its Chairman, its
Chief Executive Officer, its President or one of its Vice Presidents and by its
Treasurer, one of its Assistant Treasurers, its Secretary or one of its
Assistant Secretaries and may (but need not) have its corporate seal or a
facsimile thereof provided thereon. Coupons shall be executed on behalf of the
Company by the Chairman, the Chief Executive Officer, the President or any Vice
President of the Company. The signature of any of these officers on the
Securities or any Coupons appertaining thereto may be manual or facsimile.

     Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall, to the fullest extent permitted by law, bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities or Coupons.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 301 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee
shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of
Counsel to the following effect, which Opinion of Counsel may contain such
assumptions, qualifications and limitations as such counsel shall deem
appropriate:

          (a) the form or forms and terms of such Securities and Coupons, if
     any, have been established in conformity with Section 201 and Section 301
     of this Indenture;

          (b) all conditions precedent set forth in Sections 201, 301 and 303 of
     this Indenture to the authentication and delivery of such Securities and
     Coupons, if any, appertaining thereto have been complied with and that such
     Securities, and Coupons,


                                       25

<PAGE>

     when completed by appropriate insertions (if applicable), executed by duly
     authorized officers of the Company, delivered by duly authorized officers
     of the Company to the Trustee for authentication pursuant to this
     Indenture, and authenticated and delivered by the Trustee and issued by the
     Company in the manner and subject to any conditions specified in such
     Opinion of Counsel, will constitute valid and binding obligations of the
     Company, enforceable against the Company in accordance with their terms,
     except as enforcement thereof may be subject to or limited by bankruptcy,
     insolvency, reorganization, moratorium, arrangement, fraudulent conveyance,
     fraudulent transfer or other similar laws relating to or affecting
     creditors' rights generally, and subject to general principles of equity
     (regardless of whether enforcement is sought in a proceeding in equity or
     at law).

     If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel at the time of issuance
of each Security, but such opinion, with such modifications as counsel shall
deem appropriate, shall be delivered at or before the time of issuance of the
first Security of such series. After any such first delivery, any separate
request by the Company that the Trustee authenticate Securities of such series
for original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with.

     The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

     No Security or Coupon appertaining thereto shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially in the
form provided for in Section 202 or Section 611 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized signatories. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 306 or Section 307 or as
may otherwise be provided in or pursuant to this Indenture, the Trustee shall
not authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and cancelled.

     Section 304. Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially


                                       26

<PAGE>

of the tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized in or pursuant to this Indenture, in bearer
form with one or more Coupons or without Coupons and with such appropriate
insertions, omissions, substitutions and other variations as the officers of the
Company executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. Such temporary Securities may be in global
form.

     Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions set forth in this Indenture or
pursuant to Section 301, if temporary Securities are issued, the Company shall
cause definitive Securities to be prepared without unreasonable delay. Except as
otherwise provided in or pursuant to this Indenture, after the preparation of
definitive Securities of the same series and containing terms and provisions
that are identical to those of any temporary Securities, such temporary
Securities shall be exchangeable for such definitive Securities upon surrender
of such temporary Securities at an Office or Agency for such Securities, without
charge to any Holder thereof. Except as otherwise provided in or pursuant to
this Indenture, upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations of the same series and containing identical terms and provisions;
provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security, until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

     Section 305. Registration, Transfer and Exchange.

     With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the initial Security Registrar for each series of Securities
shall be as specified in the last paragraph of Section 1002. The Company shall
have the right to remove and replace from time to time the Security Registrar
for any series of Securities; provided that no such removal or replacement shall
be effective until a successor Security Registrar with respect to such series of
Securities shall have been appointed by the Company and shall have accepted such
appointment. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

     Except as otherwise provided in or pursuant to this Indenture, upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such


                                       27

<PAGE>

series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series denominated as authorized in or
pursuant to this Indenture, of a like aggregate principal amount bearing a
number not contemporaneously outstanding and containing identical terms and
provisions.

     Except as otherwise provided in or pursuant to this Indenture, at the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or Agency
for such series. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.

     If provided in or pursuant to this Indenture, with respect to Securities of
any series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such Office or
Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon
is so surrendered with such Bearer Security, such Coupon shall be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

     If provided in or pursuant to this Indenture with respect to Securities of
any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer


                                       28

<PAGE>

Securities upon such terms and conditions as may be provided in or pursuant to
this Indenture with respect to such series.

     Whenever any Securities are surrendered for exchange as contemplated by the
immediately preceding two paragraphs, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

     Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, the global Securities of any series shall be exchangeable for
definitive certificated Securities of such series only if (i) the Depository for
such global Securities notifies the Company that it is unwilling or unable to
continue as a Depository for such global Securities or at any time the
Depository for such global Securities ceases to be a clearing agency registered
as such under the Exchange Act, if so required by applicable law or regulation,
and no successor Depository for such Securities shall have been appointed within
90 days of such notification or of the Company becoming aware of the
Depository's ceasing to be so registered, as the case may be, (ii) the Company,
in its sole discretion, determines that the Securities of such series shall no
longer be represented by one or more global Securities and executes and delivers
to the Trustee a Company Order to the effect that such global Securities shall
be so exchangeable, or (iii) an Event of Default has occurred and is continuing
with respect to such Securities.

     If the beneficial owners of interests in a global Security are entitled to
exchange such interests for definitive Securities as the result of an event
described in clause (i), (ii) or (iii) of the preceding paragraph, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities in such form and denominations as are required by or
pursuant to this Indenture, and of the same series, containing identical terms
and in aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the Depository (or its custodian) as shall be specified in the
Company Order with respect thereto (which the Company agrees to deliver), and in
accordance with instructions given to the Trustee and the Depository (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged, which (unless such
Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, and
which shall be in such denominations and, in the case of Registered Securities,
registered in such names, as shall be specified by the Depository, but subject
to the satisfaction of any certification or other requirements to the issuance
of Bearer Securities; provided, however, that no such exchanges may occur during
a period beginning at the opening of business 15 days before any


                                       29

<PAGE>

selection of Securities of the same series to be redeemed and ending on the
relevant Redemption Date; and provided, further, that (unless otherwise provided
in or pursuant to this Indenture) no Bearer Security delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository (or its
custodian) or such other Depository (or its custodian) referred to above in
accordance with the instructions of the Company referred to above, and the
Trustee shall endorse such global Security to reflect the decrease in the
principal amount thereof resulting from such exchange. If a Registered Security
is issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs on
or after (i) any Regular Record Date for such Security and before the opening of
business at such Office or Agency on the next Interest Payment Date, or (ii) any
Special Record Date for such Security and before the opening of business at such
Office or Agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but shall be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such global Security shall
be payable in accordance with the provisions of this Indenture.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company evidencing the same
debt and entitling the Holders thereof to the same benefits under this Indenture
as the Securities surrendered upon such registration of transfer or exchange.

     Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security duly executed by the Holder thereof or his
attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, or any redemption or repayment of Securities, or any
conversion or exchange of Securities for other types of securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
304, 905 or 1107, upon repayment or repurchase in part of any Registered
Security pursuant to Article Thirteen, or upon surrender in part of any
Registered Security for conversion or exchange into Common Stock or other
securities pursuant to its terms, in each case not involving any transfer.

     Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of the selection for redemption of Securities of like tenor and terms
and of the same series under Section 1103 and ending at the close of business on
the day of such selection, (ii) to register the transfer of or exchange any
Registered Security, or portion thereof, so selected for redemption, except in
the case of any Registered Security to be redeemed in part, the portion thereof
not to be redeemed, (iii) to exchange any Bearer Security so selected for
redemption except, to the extent provided with respect to such


                                       30

<PAGE>

Bearer Security, that such Bearer Security may be exchanged for a Registered
Security of like tenor and terms and of the same series, provided that such
Registered Security shall be simultaneously surrendered for redemption with
written instruction for payment consistent with the provisions of this Indenture
or (iv) to issue, register the transfer of or exchange any Security which, in
accordance with its terms, has been surrendered for repayment at the option of
the Holder pursuant to Article Thirteen and not withdrawn, except the portion,
if any, of such Security not to be so repaid.

     Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 306, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

     If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and, upon the Company's request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons corresponding to the
Coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen Coupon appertains.

     Notwithstanding the foregoing provisions of this Section 306, in case any
mutilated, destroyed, lost or stolen Security or Coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect
to any Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an Office or Agency for such Securities located outside the
United States of America and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

     Upon the issuance of any new Security under this Section 306, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security, with any Coupons appertaining thereto issued pursuant
to this Section 306 in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to


                                       31

<PAGE>

which a destroyed, lost or stolen Coupon appertains shall constitute a separate
obligation of the Company, whether or not the destroyed, lost or stolen Security
and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall
be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities
of such series and any Coupons, if any, duly issued hereunder.

     The provisions of this Section 306, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall (to the
extent lawful) be exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.

     Section 307. Payment of Interest and Certain Additional Amounts; Rights to
                  Interest and Certain Additional Amounts Preserved.

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional Amounts with respect to any Registered Security which shall
be payable, and are punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name such Security (or one or
more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest. Unless otherwise provided in or pursuant
to this Indenture, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such Bearer
Security, but shall be payable only to the Holder of such Coupon when due in
accordance with the provisions of this Indenture.

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional Amounts with respect to any Registered Security which shall
be payable, but shall not be punctually paid or duly provided for, on any
Interest Payment Date for such Registered Security (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Person in whose name such Registered Security (or a Predecessor
     Security thereof) shall be registered at the close of business on a Special
     Record Date for the payment of such Defaulted Interest, which shall be
     fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on such
     Registered Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit on or prior to the date of the proposed payment, such money when so
     deposited to be held in trust for the benefit of the Person entitled to
     such Defaulted Interest as in this clause (1) provided. Thereupon,


                                       32

<PAGE>

     the Trustee shall fix a Special Record Date for the payment of such
     Defaulted Interest which shall be not more than 15 days and not less than
     10 days prior to the date of the proposed payment and not less than 10 days
     after the receipt by the Trustee of the notice of the proposed payment. The
     Trustee shall promptly notify the Company of such Special Record Date and,
     in the name and at the expense of the Company shall cause notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to the Holder of such
     Registered Security (or a Predecessor Security thereof) at his address as
     it appears in the Security Register not less than 10 days prior to such
     Special Record Date. The Trustee may, in its discretion, in the name and at
     the expense of the Company cause a similar notice to be published at least
     once in an Authorized Newspaper of general circulation in the Borough of
     Manhattan, The City of New York, but such publication shall not be a
     condition precedent to the establishment of such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been mailed as aforesaid, such Defaulted
     Interest shall be paid to the Person in whose name such Registered Security
     (or a Predecessor Security thereof) shall be registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2). In case a Bearer Security is
     surrendered at the Office or Agency for such Security in exchange for a
     Registered Security after the close of business at such Office or Agency on
     any Special Record Date and before the opening of business at such Office
     or Agency on the related proposed date for payment of Defaulted Interest,
     such Bearer Security shall be surrendered without the Coupon relating to
     such Defaulted Interest and Defaulted Interest shall not be payable on such
     proposed date of payment in respect of the Registered Security issued in
     exchange for such Bearer Security, but shall be payable only to the Holder
     of such Coupon when due in accordance with the provisions of this
     Indenture.

          (2) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which such Security may be listed, and upon such
     notice as may be required by such exchange, if, after notice given by the
     Company to the Trustee of the proposed payment pursuant to this clause,
     such payment shall be deemed practicable by the Trustee.

     Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series, at the option of the Company, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States of America.

     Subject to the foregoing provisions of this Section 307 and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


                                       33

<PAGE>

     Section 308. Persons Deemed Owners.

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to Section 305 and
Section 307) interest on and any Additional Amounts with respect to such
Registered Security and for all other purposes whatsoever, whether or not any
payment with respect to such Registered Security shall be overdue, and neither
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
neither the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

     No holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

     Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee, any Paying Agent or the Security Registrar from giving effect to
any written certification, proxy or other authorization furnished by the
applicable Depository, as a Holder, with respect to a global Security or impair,
as between such Depository and the owners of beneficial interests in such global
Security, the operation of customary practices governing the exercise of the
rights of such Depository (or its nominee) as the Holder of such global
Security.

     Section 309. Cancellation.

     All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 309, except as expressly
permitted by or pursuant to this Indenture. All cancelled Securities and Coupons
held


                                       34

<PAGE>

by the Trustee shall be destroyed by the Trustee, unless by a Company Order the
Company directs their return to it.

     Section 310. Computation of Interest.

     Except as otherwise provided in or pursuant to this Indenture or in the
Securities of any series, interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 401. Satisfaction and Discharge.

     Unless pursuant to Section 301 this Section 401 is declared not applicable
with respect to the Securities of any series, upon the direction of the Company
by a Company Order, this Indenture shall cease to be of further effect with
respect to any series of Securities specified in such Company Order and any
Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

          (1) either

               (a) all Securities of such series theretofore authenticated and
          delivered and all Coupons appertaining thereto (other than (i) Coupons
          appertaining to Bearer Securities of such series surrendered in
          exchange for Registered Securities of such series and maturing after
          such exchange whose surrender is not required or has been waived as
          provided in Section 305, (ii) Securities and Coupons of such series
          which have been destroyed, lost or stolen and which have been replaced
          or paid as provided in Section 306, (iii) Coupons appertaining to
          Securities of such series called for redemption and maturing after the
          relevant Redemption Date whose surrender has been waived as provided
          in Section 1106 and (iv) Securities and Coupons of such series for
          whose payment money has theretofore been deposited in trust or
          segregated and held in trust by the Company and thereafter repaid to
          the Company or discharged from such trust, as provided in Section
          1003) have been delivered to the Trustee for cancellation; or


               (b) all Securities of such series and, in the case of (i) or (ii)
          below, if applicable, any Coupons appertaining thereto not theretofore
          delivered to the Trustee for cancellation

                    (i) have become due and payable,

                    (ii) will become due and payable at their Stated Maturity
               within one year, or


                                       35

<PAGE>

                    (iii) if redeemable at the option of the Company, are to be
               called for redemption within one year under arrangements
               satisfactory  to the Trustee for the giving of notice of
               redemption by the Trustee in the name, and at the expense, of
               the Company,

          and the Company, in the case of (i), (ii) or (iii) above, has
          deposited or caused to be deposited with the Trustee as trust funds in
          trust for such purpose, money in the Currency in which such Securities
          are payable or Government Obligations (determined on the basis of the
          Currency in which such Securities and Coupons appertaining thereto are
          then specified as payable at Stated Maturity) in an amount sufficient
          to pay and discharge the entire indebtedness on such Securities and
          any Coupons appertaining thereto not theretofore delivered to the
          Trustee for cancellation, including the principal of, any premium and
          interest on, and, to the extent that the Securities of such series
          provide for the payment of Additional Amounts thereon and the amount
          of any such Additional Amounts which are or will be payable with
          respect to the Securities of such series is at the time of deposit
          reasonably determinable by the Company (in the exercise by the Company
          of its sole and absolute discretion), any Additional Amounts with
          respect to, such Securities and any Coupons appertaining thereto, to
          the date of such deposit (in the case of Securities which have become
          due and payable) or to the Maturity thereof, as the case may be;

          (2)  the Company has paid or caused to be paid all other sums payable
     hereunder by the Company with respect to the Outstanding Securities of such
     series and any Coupons appertaining thereto; and

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture as to such series have been complied with.

     In the event there are Securities of two or more series Outstanding
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of such series as to which it is Trustee and if the other
conditions thereto are met.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section 401, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 305, 306, 403, 404, 1002 and 1003 and with respect to
the payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 1004 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 401(1)(b)), any rights of Holders
of the Securities of such series (unless otherwise provided pursuant to Section
301 with respect to the Securities of such series) to require the Company to
repurchase or repay, and the obligations of the Company to repurchase or repay,
such Securities at the option of the Holders


                                       36

<PAGE>

pursuant to Article Thirteen hereof, and any rights of Holders of the Securities
of such series (unless otherwise provided pursuant to Section 301 with respect
to the Securities of such series) to convert or exchange, and the obligation of
the Company to convert or exchange, such Securities into Common Stock or other
securities, shall survive; provided, however, that following the satisfaction
and discharge of this Indenture with respect to any series of Securities whose
Holders have the right to require the Company to repurchase or repay such
Securities or to convert or exchange such Securities into Common Stock or other
securities, the right of the Holder to require repurchase, repayment, conversion
or exchange, as the case may be, of any such Security and the Company's
obligation to repurchase, repay, convert or exchange, as the case may be, any
such Security shall (unless otherwise provided pursuant to Section 301 with
respect to the Securities of such series) terminate immediately following the
close of business on the final Stated Maturity of such Security or immediately
following the close of business on any earlier Redemption Date of such Security
(so long as the Company does not default in the payment of the Redemption Price
plus accrued and unpaid interest, if any, due on such Redemption Date), as the
case may be.

     Section 402. Defeasance and Covenant Defeasance.

     (1)  Unless pursuant to Section 301, either or both of (i) defeasance of
the Securities of or within a series under clause (2) of this Section 402 or
(ii) covenant defeasance of the Securities of or within a series under clause
(3) of this Section 402 shall not be applicable with respect to the Securities
of such series, then such provisions, together with the other provisions of this
Section 402 (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any Coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to the Securities of or
within such series and any Coupons appertaining thereto, elect to have Section
402(2) or Section 402(3) be applied to such Outstanding Securities and any
Coupons appertaining thereto upon compliance with the conditions set forth below
in this Section 402. Unless otherwise specified pursuant to Section 301 with
respect to the Securities of any series, defeasance under clause (2) of this
Section 402 and covenant defeasance under clause (3) of this Section 402 may be
effected only with respect to all, and not less than all, of the Outstanding
Securities of any series. To the extent that the terms of any Security or Coupon
appertaining thereto established in or pursuant to this Indenture permit the
Company or any Holder thereof to extend the date on which any payment of
principal of, or premium, if any, or interest, if any, on, or Additional
Amounts, if any, with respect to such Security or Coupon is due and payable,
then unless otherwise provided pursuant to Section 301, the right to extend such
date shall terminate upon defeasance or covenant defeasance, as the case may be.

     (2)  Upon the Company's exercise of the above option applicable to this
Section 402(2) with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities and any Coupons appertaining thereto on the date the
conditions set forth in clause (4) of this Section 402 are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any Coupons appertaining thereto,
which shall thereafter be deemed to be "Outstanding" only for the purposes of
clause (5) of this Section 402 and the other Sections of this Indenture referred
to in clauses (i) through (iv) of this paragraph, and to have satisfied all


                                       37

<PAGE>

of its other obligations under such Securities and any Coupons appertaining
thereto and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely (except as provided in clause
(ii) below) from the trust fund described in clause (4)(a) of this Section 402
and as more fully set forth in this Section 402 and Section 403, payments in
respect of the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, with respect to, such Securities and any Coupons
appertaining thereto when such payments are due, (ii) the obligations of the
Company and the Trustee with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional Amounts, if any,
with respect to such Securities as contemplated by Section 1004 (but only to the
extent that the Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to
clause (4)(a) of this Section 402), with respect to any rights of Holders of
such Securities (unless otherwise provided pursuant to Section 301 with respect
to the Securities of such series) to require the Company to repurchase or repay,
and the obligations of the Company to repurchase or repay, such Securities at
the option of the Holders pursuant to Article Thirteen hereof, and with respect
to any rights of Holders of such Securities (unless otherwise provided pursuant
to Section 301 with respect to the Securities of such series) to convert or
exchange, and the obligations of the Company to convert or exchange, such
Securities into Common Stock or other securities, (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (iv) this Section 402
and Sections 403 and 404; provided, however, that following defeasance with
respect to any series of Securities whose Holders have the right to require the
Company to repurchase or repay such Securities or to convert or exchange such
Securities into Common Stock or other securities, the right of the Holder to
require repurchase, repayment, conversion or exchange, as the case may be, of
any such Security and the Company's obligation to repurchase, repay, convert or
exchange, as the case may be, any such Security shall (unless otherwise provided
pursuant to Section 301 with respect to the Securities of such series) terminate
immediately following the close of business on the final Stated Maturity of such
Security or immediately following the close of business on any earlier
Redemption Date of such Security (so long as the Company does not default in the
payment of the Redemption Price plus accrued and unpaid interest, if any, due on
such Redemption Date), as the case may be.

     (3)  Upon the Company's exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the Company
shall be released from its obligations under Sections 1005, 1006, 1007 and 1008
and, to the extent specified pursuant to Section 301, any other covenant
applicable to such Securities with respect to such Securities and any Coupons
appertaining thereto and the provisions set forth in Section 501(5) shall cease
to be applicable to such Securities on and after the date the conditions set
forth in clause (4) of this Section 402 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any Coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant or with respect to any Event of
Default set forth in Section 501(5), but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that (i) with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and


                                       38

<PAGE>

shall have no liability in respect of, any term, condition or limitation set
forth in any such Section or any such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 501(4) or 501(8) or otherwise, as the case may be, and (ii) the
occurrence of any event or condition specified in Section 501(5) shall not
constitute an Event of Default with respect to such Outstanding Securities, but,
except as specified above, the remainder of this Indenture and such Securities
and Coupons appertaining thereto shall be unaffected thereby.

     (4)  The following shall be the conditions to application of clause (2) or
(3) of this Section 402 to any Outstanding Securities of or within a series and
any Coupons appertaining thereto:

          (a)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 607 who shall agree to comply with the provisions of this
     Section 402 applicable to it) as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities and any
     Coupons appertaining thereto, (1) an amount in Dollars or in such Foreign
     Currency in which such Securities and any Coupons appertaining thereto are
     then specified as payable at Stated Maturity or, if such defeasance or
     covenant defeasance is to be effected in compliance with subsection (f)
     below, on the relevant Redemption Date, as the case may be, (2) Government
     Obligations applicable to such Securities and Coupons appertaining thereto
     (determined on the basis of the Currency in which such Securities and
     Coupons appertaining thereto are then specified as payable at Stated
     Maturity or, if such defeasance or covenant defeasance is to be effected in
     compliance with subsection (f) below, on the relevant Redemption Date, as
     the case may be) which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than one day before the due date of any payment of principal of
     (and premium, if any) and interest, if any, on such Securities and any
     Coupons appertaining thereto, money in an amount, or (3) a combination
     thereof, in any case, sufficient, without consideration of any reinvestment
     of such principal and interest, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or other qualifying trustee) to pay and discharge,
     (y) the principal of (and premium, if any) and interest, if any, on, and,
     to the extent that such Securities provide for the payment of Additional
     Amounts thereon and the amount of any such Additional Amounts which are or
     will be payable with respect to the Securities of such series is at the
     time of deposit reasonably determinable by the Company (in the exercise by
     the Company of its sole and absolute discretion), any Additional Amounts
     with respect to, such Outstanding Securities and any Coupons appertaining
     thereto on the Stated Maturity of such principal or installment of
     principal or interest or the applicable Redemption Date, as the case may
     be, and (z) any mandatory sinking fund payments or analogous payments
     applicable to such Outstanding Securities and any Coupons appertaining
     thereto on the day on which such payments are due and payable in accordance
     with the terms of this Indenture and of such Securities and any Coupons
     appertaining thereto.

                                       39

<PAGE>

          (b)  Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other material agreement or instrument to which the Company or any
     Subsidiary is a party or by which it is bound.

          (c)  No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to such Securities
     and any Coupons appertaining thereto shall have occurred and be continuing
     on the date of such deposit, and, solely in the case of defeasance under
     Section 402(2), no Event of Default with respect to such Securities and any
     Coupons appertaining thereto under clause (6) or (7) of Section 501 or
     event which with notice or lapse of time or both would become an Event of
     Default with respect to such Securities and any Coupons appertaining
     thereto under clause (6) or (7) of Section 501 shall have occurred and be
     continuing at any time during the period ending on and including the 91st
     day after the date of such deposit (it being understood that this condition
     to defeasance under Section 402(2) shall not be deemed satisfied until the
     expiration of such period).

          (d)  In the case of defeasance pursuant to Section 402(2), the Company
     shall have delivered to the Trustee an opinion of independent counsel
     stating that (x) the Company has received from, or there has been published
     by, the Internal Revenue Service a ruling, or (y) since the date of this
     Indenture there has been a change in applicable federal income tax law, in
     either case to the effect that, and based thereon such opinion of
     independent counsel shall confirm that, the Holders of such Outstanding
     Securities and any Coupons appertaining thereto will not recognize income,
     gain or loss for federal income tax purposes as a result of such defeasance
     and will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred; or, in the case of covenant defeasance pursuant to
     Section 402(3), the Company shall have delivered to the Trustee an opinion
     of independent counsel to the effect that the Holders of such Outstanding
     Securities and any Coupons appertaining thereto will not recognize income,
     gain or loss for federal income tax purposes as a result of such covenant
     defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such covenant defeasance had not occurred.

          (e)  The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent to the defeasance or covenant defeasance, as the case may be,
     under this Indenture have been complied with.

          (f)  If the monies or Government Obligations or combination thereof,
     as the case may be, deposited under clause (a) above are sufficient to pay
     the principal of, and premium, if any, and interest, if any, on and, to the
     extent provided in such clause (a), Additional Amounts with respect to,
     such Securities provided such Securities are redeemed on a particular
     Redemption Date, the Company shall have given the Trustee irrevocable
     instructions to redeem such Securities on such date and to provide notice
     of such redemption to Holders as provided in or pursuant to this Indenture.

          (g)  Notwithstanding any other provisions of this Section 402(4), such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or

                                       40

<PAGE>

     substitute terms, conditions or limitations which may be imposed on the
     Company in connection therewith pursuant to Section 301.

     (5)  Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee--collectively for purposes of this Section 402(5) and
Section 403, the "Trustee") pursuant to clause (4)(a) of Section 402 in respect
of any Outstanding Securities of any series and any Coupons appertaining thereto
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any Coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent (other
than the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities and any Coupons appertaining thereto of all
sums due and to become due thereon in respect of principal (and premium, if any)
and interest and Additional Amounts, if any, but such money need not be
segregated from other funds except to the extent required by law.

     Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 402(4)(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 402(4)(a) has been made in respect of such Security, or (b)
a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 402(4)(a) has been made, the indebtedness
represented by such Security and any Coupons appertaining thereto shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any), and interest, if any, on, and
Additional Amounts, if any, with respect to, such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property deposited
in respect of such Security into the Currency in which such Security becomes
payable as a result of such election or Conversion Event based on (x) in the
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to
each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto.

     Anything in this Section 402 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in clause (4)(a) of this Section 402 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 402.


                                       41

<PAGE>

     Section 403. Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations deposited with the Trustee pursuant to Section 401 or
Section 402 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the Coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, interest and Additional Amounts for whose payment
such money has or Government Obligations have been deposited with or received by
the Trustee; but such money and Government Obligations need not be segregated
from other funds except to the extent required by law.

     Section 404. Reinstatement.

     If the Trustee (or other qualifying trustee appointed pursuant to Section
402(4)(a)) or any Paying Agent is unable to apply any moneys or Government
Obligations deposited pursuant to Section 401 or Section 402(4)(a) to pay any
principal of or premium, if any, or interest, if any, on or Additional Amounts,
if any, with respect to the Securities of any series by reason of any legal
proceeding or any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no such deposit had occurred, until
such time as the Trustee (or other qualifying trustee) or Paying Agent is
permitted to apply all such moneys and Government Obligations to pay the
principal of and premium, if any, and interest, if any, on and Additional
Amounts, if any, in respect of the Securities of such series as contemplated by
Section 401 or Section 402 as the case may be, and Section 403; provided,
however, that if the Company makes any payment of the principal of or premium,
if any, or interest if any, on or Additional Amounts, if any, in respect of the
Securities of such series following the reinstatement of its obligations as
aforesaid, the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the funds held by the Trustee (or other
qualifying trustee) or Paying Agent.

     Section 405. Effect on Subordination Provisions.

     Unless otherwise expressly provided pursuant to Section 301 with respect to
the Subordinated Securities of any series, the provisions of Article Fifteen
hereof, insofar as they pertain to the Subordinated Securities of such series,
and the Subordination Provisions established pursuant to Section 301(25) with
respect to such series are hereby expressly made subject to the provisions for
satisfaction and discharge set forth in Section 401 hereof and the provisions
for defeasance and covenant defeasance set forth in Section 402 hereof and,
anything herein to the contrary notwithstanding, upon the effectiveness of such
satisfaction and discharge pursuant to Section 401 with respect to the
Securities of such series or any such defeasance or covenant defeasance pursuant
to Section 402 with respect to the Securities of or within such series, all of
the Securities of such series (in the case of satisfaction and discharge
pursuant to Section 401) or the Securities of such series as to which defeasance
or covenant defeasance, as the case may be, shall have become effective shall
thereupon cease to be so subordinated and shall no longer be subject to the
provisions of Article Fifteen or the Subordination Provisions established
pursuant to Section 301(25) with respect to such Securities and, without
limitation to


                                       42

<PAGE>

the foregoing, all moneys, Government Obligations and other securities or
property deposited with the Trustee (or other qualifying trustee) in trust in
connection with such satisfaction and discharge, defeasance or covenant
defeasance, as the case may be, and all proceeds therefrom may be applied to pay
the principal of, premium, if any, and interest, if any, on, and Additional
Amounts, if any, with respect to such Securities as and when the same shall
become due and payable notwithstanding the provisions of Article Fifteen or such
Subordination Provisions.

                                  ARTICLE FIVE

                                    REMEDIES

     Section 501. Events of Default.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) unless
such event is specifically deleted or modified in or pursuant to the
supplemental indenture or Officers' Certificate establishing the terms of such
series pursuant to this Indenture:

          (1)  default in the payment of any interest on, or any Additional
     Amounts payable in respect of any interest on, any of the Securities of
     such series or any Coupon appertaining thereto when such interest or such
     Additional Amounts, as the case may be, become due and payable (whether or
     not, in the case of any Subordinated Securities of such series, such
     payment is prohibited by the Subordination Provisions applicable thereto),
     and continuance of such default for a period of 30 days;

          (2)  default in the payment of any principal of or premium, if any,
     on, or any Additional Amounts payable in respect of any principal of or
     premium, if any, on, any of the Securities of such series when due (whether
     at Maturity or otherwise and whether payable in cash or in shares of Common
     Stock or other securities), whether or not, in the case of any Subordinated
     Security of such series, such payment is prohibited by the Subordinated
     Provisions applicable thereto;

          (3)  default in the deposit of any sinking fund payment or payment
     under any analogous provision when due with respect to any of the
     Securities of such series (whether or not, in the case of any Subordinated
     Securities of such series, such payment is prohibited by the Subordinated
     Provisions applicable thereto);

          (4)  default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture or any Security of such series
     (other than a covenant or warranty for which the consequences of breach or
     nonperformance are addressed elsewhere in this Section 501 or a covenant or
     warranty which has expressly been included in this Indenture, whether or
     not by means of a supplemental indenture, solely for the benefit of
     Securities of a series other than such series), and continuance of such

                                       43

<PAGE>

     default or breach (without such default or breach having been cured or
     waived in accordance with the provisions of this Indenture) for a period of
     60 days after the Company has received written notice, by registered or
     certified mail, delivered by the Trustee or after the Company and the
     Trustee have received written notice, by registered or certified mail,
     delivered by the Holders of at least 25% in principal amount of the
     Outstanding Securities of such series, specifying such default or breach
     and requiring it to be remedied and stating that such notice is a "Notice
     of Default" hereunder;

          (5)  the Company fails to make any payment when due, including any
     applicable grace period, in respect of indebtedness for borrowed money of
     the Company, which payment is in an amount in excess of $50,000,000, or the
     Company defaults with respect to any indebtedness for borrowed money of the
     Company, which default results in acceleration of any such indebtedness
     which is in an amount in excess of $50,000,000;

          (6)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under any applicable Federal or State law, or
     appointing a custodian, receiver, conservator, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or of
     substantially all of the property of the Company, or ordering the winding
     up or liquidation of the affairs of the Company, and the continuance of any
     such decree or order for relief unstayed and in effect for a period of 60
     consecutive days;

          (7)  the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by the Company to
     the entry of a decree or order for relief in respect of the Company in an
     involuntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency, reorganization or other similar law or to the
     commencement of any bankruptcy or insolvency case or proceeding against the
     Company, or the filing by the Company of a petition or answer or consent
     seeking reorganization or relief under any applicable Federal or State law,
     or the consent by the Company to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, conservator,
     liquidator, assignee, trustee, sequestrator or similar official of the
     Company or of substantially all of the property of the Company, or the
     making by the Company of an assignment for the benefit of creditors, or the
     taking of corporate action by the Company in furtherance of any such
     action; or

          (8)  any other Event of Default provided in or pursuant to this
     Indenture with respect to Securities of such series.


                                       44

<PAGE>

     Section 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in clause
(6) or (7) of Section 501) with respect to Securities of any series occurs and
is continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such series may
declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, and accrued and
unpaid interest, if any, thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or such lesser amount, as the case may be,
and such accrued and unpaid interest shall become immediately due and payable.
If an Event of Default specified in clause (6) or (7) of Section 501 with
respect to the Securities of any series occurs, then the principal of all of the
Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, and accrued and unpaid interest, if any, thereon
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of the
Securities of such series.

     At any time after Securities of any series have been accelerated (whether
by declaration of the Trustee or the Holders or automatically) and before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article Five provided, the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of such
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default with respect to
that series have been cured or waived as provided in Section 513 except
nonpayment of principal (or such lesser amount) or interest that has become due
solely because of the acceleration.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     Section 503. Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

     The Company covenants that if

          (1)  default is made in the payment of interest on, or any Additional
     Amounts payable in respect of any interest on, any Security or any Coupon
     appertaining thereto when such interest or Additional Amounts, as the case
     may be, shall have become due and payable and such default continues for a
     period of 30 days;

          (2)  default is made in the payment of any principal of or premium, if
     any, on, or any Additional Amounts payable in respect of any principal of
     or premium, if any, on, any Security at its Maturity; or

          (3)  default is made in the deposit of any sinking fund payment when
     due,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent permitted by applicable law,


                                       45

<PAGE>

upon any overdue installments of interest and Additional Amounts at the rate or
respective rates, as the case may be, provided for or with respect to such
Securities or, if no such rate or rates are so provided, at the rate or
respective rates, as the case may be, of interest borne by such Securities, and,
in addition thereto, such further amount of money as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and all other amounts due to the Trustee under Section 606.

     If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

     Section 504. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (1)  to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of such series, of the
     principal and any premium, interest and Additional Amounts owing and unpaid
     in respect of the Securities and any Coupons appertaining thereto and to
     file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents or counsel) and of the Holders of Securities or any
     Coupons allowed in such judicial proceeding; and

          (2)  to collect and receive any monies or other property payable or
     deliverable on any such claims and to distribute the same;


                                       46

<PAGE>

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 606.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or any Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding.

     Section 505. Trustee May Enforce Claims without Possession of Securities or
                  Coupons.

     All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security or Coupon in respect of which such judgment has been recovered.

     Section 506. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article Five with
respect to the Securities of any series shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal, or any premium, interest or Additional
Amounts, upon presentation of such Securities or the Coupons, if any,
appertaining thereto, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 606;

          SECOND: If such Securities of such series are Subordinated Securities,
     to the payment of amounts then due and unpaid to the holders of Senior
     Indebtedness with respect to such series, to the extent required pursuant
     to the Subordination Provisions established with respect to the Securities
     of such series pursuant to Section 301(25);

          THIRD: To the payment of the amounts then due and unpaid upon the
     Securities and any Coupons for principal and any premium, interest and
     Additional Amounts in respect of which or for the benefit of which such
     money has been collected, ratably, without preference or priority of any
     kind, according to the aggregate amounts due and payable on such Securities
     and Coupons for principal and any premium, interest and Additional Amounts;


                                       47

<PAGE>

          FOURTH: The balance, if any, to the Company.

     Section 507. Limitations on Suits.

     No Holder of any Security of any series or any Coupons appertaining thereto
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

          (1)  such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of such
     series;

          (2)  the Holders of not less than 25% in aggregate principal amount of
     the Outstanding Securities of such series shall have made written request
     to the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

          (3)  such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (4)  the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5)  no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in principal amount of the Outstanding Securities of such series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

     Section 508. Unconditional Right of Holders to Receive Principal and any
                  Premium, Interest and Additional Amounts.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium, if any, and (subject to
Section 305 and Section 307) interest, if any, on and any Additional Amounts
with respect to such Security or such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case of
repayment pursuant to Article Thirteen hereof at the option of such Holder if
provided in or pursuant to this Indenture, on the date such repayment is due)
and, in the case of any Security which is convertible into or exchangeable for
other securities, to convert or exchange, as the case may be, such Security in
accordance with its terms, and to institute suit for the enforcement of any such
payment and any such right to convert or exchange, and such right shall not be
impaired without the consent of such Holder.


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<PAGE>

     Section 509. Restoration of Rights and Remedies.

     If the Trustee or any Holder of a Security or a Coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.

     Section 510. Rights and Remedies Cumulative.

     To the extent permitted by applicable law and except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or Coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to each and every
Holder of a Security or a Coupon is intended to be exclusive of any other right
or remedy, and every right and remedy, to the extent permitted by law, shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not, to the
extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy.

     Section 511. Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Security or
Coupon to exercise any right or remedy accruing upon any Event of Default shall,
to the extent permitted by applicable law, impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article Five or by law to the Trustee or to
any Holder of a Security or a Coupon may, to the extent permitted by applicable
law, be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by such Holder, as the case may be.

     Section 512. Control by Holders of Securities.

     The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series and any Coupons appertaining thereto, provided that

          (1)  such direction shall not be in conflict with any rule of law or
     with this Indenture or with the Securities of any series;

          (2)  the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction; and

          (3)  such direction is not unduly prejudicial to the rights of the
     other Holders of Securities of such series not joining in such action.


                                       49

<PAGE>

     Section 513. Waiver of Past Defaults.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except

          (1)  a default in the payment of the principal of, any premium or
     interest on, or any Additional Amounts with respect to, any Security of
     such series or any Coupons appertaining thereto;

          (2)  in the case of any Securities which are convertible into or
     exchangeable for Common Stock or other securities, a default in any such
     conversion or exchange; or

          (3)  a default in respect of a covenant or provision hereof which
     under Article Nine cannot be modified or amended without the consent of the
     Holder of each Outstanding Security of such series affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     Section 514. Waiver of Usury, Stay or Extension Laws.

     The Company covenants that (to the extent that it may lawfully do so) it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
any other law wherever enacted, now or at any time hereafter in force, which
would prohibit or forgive the Company from paying all or any portion of the
principal of or premium, if any, or interest, if any on or Additional Amounts,
if any, with respect to any Securities as contemplated herein and therein or
which may affect the covenants or the performance of this Indenture or the
Securities; and the Company (to the extent that it may lawfully do so) expressly
waives all benefit or advantage of any such law and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the Trustee
or the Holders, but will suffer and permit the execution of every such power as
though no such law had been enacted.

     Section 515. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
disbursements, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 515 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of Outstanding Securities of any
series, or to any suit


                                       50

<PAGE>

instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest, if any, on or Additional Amounts, if any, with
respect to any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date, and, in the case of repayment at the option of the Holder pursuant to
Article Thirteen hereof, on or after the date for repayment) or for the
enforcement of the right, if any, to convert or exchange any Security into
Common Stock or other securities in accordance with its terms.

                                  ARTICLE SIX

                                   THE TRUSTEE

     Section 601. Certain Rights of Trustee.

     Subject to Section 315(a) through Section 315(d) of the Trust Indenture
Act:

          (1)  the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, coupon or other paper or document reasonably
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties;

          (2)  any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or a Company Order (in each
     case, other than delivery of any Security, together with any Coupons
     appertaining thereto, to the Trustee for authentication and delivery
     pursuant to Section 303 which shall be sufficiently evidenced as provided
     therein) and any resolution of the Board of Directors may be sufficiently
     evidenced by a Board Resolution;

          (3)  whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence shall be herein specifically prescribed) may, in the absence
     of bad faith on its part, rely upon an Officers' Certificate;

          (4)  the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel 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;

          (5)  the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by or pursuant to this Indenture at the
     request or direction of any of the Holders of Securities of any series or
     any Coupons appertaining thereto pursuant to this Indenture, unless such
     Holders shall have offered to the Trustee reasonable security or indemnity
     against the costs, expenses and liabilities which might be incurred by it
     in compliance with such request or direction;


                                       51

<PAGE>

          (6)  the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, coupon or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine,
     during business hours and upon reasonable notice, the books, records and
     premises of the Company, personally or by agent or attorney; and

          (7)  the 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 Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder.

     Section 602. Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 703(3), notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or Additional
Amounts or any sinking fund installment with respect to, any Security of such
series, the 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 Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of
Securities and Coupons of such series; and provided, further, that in the case
of any default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section 602,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

     Section 603. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.


                                       52

<PAGE>

     Section 604. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Section 310(b) and Section 311
of the Trust Indenture Act, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

     Section 605. Money Held in Trust.

     Except as provided in Section 403 and Section 1003, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

     Section 606. Compensation and Reimbursement.

     The Company agrees:

          (1)  to pay to the Trustee from time to time reasonable compensation
     for all services rendered by the Trustee hereunder (which compensation
     shall not be limited by any provision of law in regard to the compensation
     of a trustee of an express trust);

          (2)  except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to the Trustee's negligence
     or bad faith; and

          (3)  to indemnify the Trustee and its agents for, and to hold them
     harmless against, any loss, liability or reasonable expense incurred
     without negligence or bad faith on their part, arising out of or in
     connection with the acceptance or administration of the trust or trusts
     hereunder, including the reasonable costs and expenses of defending
     themselves against any claim or liability in connection with the exercise
     or performance of any of their powers or duties hereunder, except to the
     extent that any such loss, liability or expense was due to the Trustee's
     negligence or bad faith.

     As security for the performance of the obligations of the Company under
this Section 606, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, or premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

     Any compensation or expense incurred by the Trustee after a default
specified by Section 501(6) or Section 501(7) is intended to constitute an
expense of administration under any then applicable bankruptcy or insolvency
law. "Trustee" for purposes of this Section 606 shall


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<PAGE>

include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section 606.

     Section 607. Corporate Trustee Required; Eligibility.

     (1)  There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by Federal or state authority.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 607, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article Six.

     (2)  The following indenture shall be considered specifically described
herein for purposes of clause (i) of the proviso contained in Section 310(b)(1)
of the Trust Indenture Act: Indenture dated as of May 21, 2001 between the
Company and the Trustee; and, pursuant to Section 310(b)(1)(C)(i) of the Trust
Indenture Act, unless otherwise ordered by the Commission, an event of default
by the Company under this Indenture will not disqualify the Trustee under this
Indenture because it is trustee under such other indenture.

     Section 608. Resignation and Removal; Appointment of Successor.

     (1)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee pursuant to Section 609.

     (2)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

     (3)  The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and the Company.

     (4)  If at any time:

          (a)  the Trustee shall fail to comply with the obligations imposed
     upon it under Section 310(b) of the Trust Indenture Act with respect to
     Securities of any series after written request therefor by the Company or
     any Holder of a Security of such series who has been a bona fide Holder of
     a Security of such series for at least six months;

          (b)  the Trustee shall cease to be eligible under Section 607 and
     shall fail to resign after written request therefor by the Company or any
     such Holder; or


                                       54

<PAGE>

          (c)  the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

     (5)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 609. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
609, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 609, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     (6)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

     Section 609. Acceptance of Appointment by Successor.

     (1)  Upon the appointment hereunder of any successor Trustee with respect
to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the


                                       55

<PAGE>

Company and the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
hereunder of the retiring Trustee; but, on the request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges, shall
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and, subject to Section 1003,
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.

     (2)  Upon the appointment hereunder of any successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, such successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any notice given to, or received by, or any act or failure to act on the
part of any other Trustee hereunder, and, upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein, such retiring Trustee
shall have no further responsibility for the exercise of rights and powers or
for the performance of the duties and obligations vested in the Trustee under
this Indenture with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates other than as hereinafter
expressly set forth, and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges with respect to the Securities of that or those series to
which the appointment of such successor relates and subject to Section 1003
shall duly assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject to
its claim, if any, provided for in Section 606.

     (3)  Upon request of any Person appointed hereunder as a successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and


                                       56

<PAGE>

confirming to such successor Trustee all such rights, powers and trusts referred
to in clause (1) or (2) of this Section 609, as the case may be.

     (4)  No Person shall accept its appointment hereunder as a successor
Trustee unless at the time of such acceptance such successor Person shall be
qualified and eligible under this Article.

     Section 610. Merger, Conversion, Consolidation or Succession to Business.

     Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder
(provided that such Corporation shall otherwise be qualified and eligible under
this Article Six), without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated but not delivered by the Trustee then in office, any such
successor to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. In case any
Securities shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities in either
its own name or that of its predecessor Trustee.

     Section 611. Appointment of Authenticating Agent.

     The Trustee may appoint one or more Authenticating Agents acceptable to the
Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption, partial repayment, partial conversion or exchange for Common
Stock or other securities, or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.

     Each Authenticating Agent shall be acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a Corporation
that would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 611, it shall resign immediately in the manner and
with the effect specified in this Section 611.

     Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation


                                       57

<PAGE>

succeeding to all or substantially all of the corporate agency or corporate
trust business of an Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, provided such Corporation shall be otherwise
eligible under this Section 611, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 611, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall (i) mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Registered Securities, if any, of the series with respect to which
such Authenticating Agent shall serve, as their names and addresses appear in
the Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 611.

     The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section 611. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.

     The provisions of Sections 308, 603 and 604 shall be applicable to each
Authenticating Agent.

     If an Authenticating Agent is appointed with respect to one or more series
of Securities pursuant to this Section 611, the Securities of such series may
have endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:


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<PAGE>

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                 Bank One Trust Company, N.A.,
                                       As Trustee

                                 By:
                                     ------------------------------------------
                                     As Authenticating Agent



                                 By:
                                     ------------------------------------------
                                     Authorized Signatory

     If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate of the Company), shall
appoint in accordance with this Section 611 an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.

                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 701. Company to Furnish Trustee Names and Addresses of Holders.

     In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee

          (1)  semi-annually with respect to Securities of each series not later
     than March 15 and September 15 of the year or upon such other dates as are
     set forth in or pursuant to the Board Resolution or indenture supplemental
     hereto authorizing such series, a list, in each case in such form as the
     Trustee may reasonably require, of the names and addresses of Holders as of
     the applicable date, and

          (2)  at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished,

provided, however, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.


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<PAGE>

     Section 702. Preservation of Information; Communications to Holders.

     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

     Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312(c) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

     Section 703. Reports by Trustee.

     (1) Within 60 days after May 15 of each year commencing with the first May
15 following the first issuance of Securities pursuant to Section 301, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Sections 313(a) and 313(b)(2) which may have occurred since the later of the
immediately preceding May 15 and the date of this Indenture.

     (2)  The Trustee shall transmit the reports required by Section 313(a) of
the Trust Indenture Act at the times specified therein.

     (3)  Reports pursuant to this Section 703 shall be transmitted in the
manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act.

     Section 704. Reports by Company.

     The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:

          (1)  file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or, if the Company is not required to file information, documents or
     reports pursuant to either of said Sections, then it shall file with the
     Trustee and the Commission, in accordance with rules and regulations
     prescribed from time to time by the Commission, such of the supplementary
     and periodic information, documents and reports which may be required
     pursuant to Section 13 of the Exchange Act in respect of a security listed
     and registered on a national securities exchange as may be prescribed from
     time to time in such rules and regulations;

          (2)  file with the Trustee and the Commission, in accordance with
     rules and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company, with the conditions


                                       60

<PAGE>

     and covenants of this Indenture as may be required from time to time by
     such rules and regulations; and

          (3)  transmit within 30 days after the filing thereof with the
     Trustee, in the manner and to the extent provided in Section 313(c) of the
     Trust Indenture Act, such summaries of any information, documents and
     reports required to be filed by the Company pursuant to clauses (1) and (2)
     of this Section 704 as may be required by rules and regulations prescribed
     from time to time by the Commission.

                                 ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

     Section 801. Company May Consolidate, Etc., Only on Certain Terms.

     The Company shall not, in any transaction or series of related
transactions, consolidate with or merge into any Person or sell, assign,
transfer, lease or otherwise convey all or substantially all its properties and
assets to any Person, unless:

          (1)  either (A) the Company shall be the continuing Person (in the
     case of a merger), or (B) the successor Person (if other than the Company)
     formed by such consolidation or into which the Company is merged or which
     acquires by sale, assignment, transfer, lease or other conveyance all or
     substantially all the properties and assets of the Company shall be a
     corporation organized and existing under the laws of the United States of
     America, any state thereof or the District of Columbia and shall expressly
     assume, by an indenture (or indentures, if at such time there is more than
     one Trustee) supplemental hereto, executed by such successor corporation
     and delivered to the Trustee, in form satisfactory to the Trustee, the due
     and punctual payment of the principal of, any premium and interest on, and
     any Additional Amounts with respect to, all the Outstanding Securities and
     the due and punctual performance and observance of every obligation in this
     Indenture and the Outstanding Securities on the part of the Company to be
     performed or observed, and which supplemental indenture shall provide for
     conversion or exchange rights in accordance with the provisions of the
     Securities of any series that are convertible or exchangeable into Common
     Stock or other securities;

          (2)  immediately after giving effect to such transaction, no Event of
     Default and no event which, after notice or lapse of time, or both, would
     become an Event of Default, shall have occurred and be continuing; and

          (3)  either the Company or the successor Person shall have delivered
     to the Trustee an Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger, sale, assignment, transfer, lease
     or other conveyance and, if a supplemental indenture is required in
     connection with such transaction, such supplemental indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been complied with.


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<PAGE>

     Section 802. Successor Person Substituted for Company.

     Upon any consolidation by the Company with or merger of the Company into
any other Person or any sale, assignment, transfer, lease or conveyance of all
or substantially all of the properties and assets of the Company to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease or other conveyance is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; and thereafter, except in the case of a lease, the
predecessor Person shall be released from all obligations and covenants under
this Indenture, the Securities and the Coupons.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     Section 901. Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders of Securities or Coupons, the Company
(when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

          (1)  to evidence the succession of another Person to the Company, and
     the assumption by any such successor of the covenants of the Company
     contained herein and in the Securities;

          (2)  to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (as shall be specified in such
     supplemental indenture or indentures) or to surrender any right or power
     herein conferred upon the Company;

          (3)  to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal of, any
     premium or interest on or any Additional Amounts with respect to
     Securities, to permit Bearer Securities to be issued in exchange for
     Registered Securities, to permit Bearer Securities to be exchanged for
     Bearer Securities of other authorized denominations or to permit or
     facilitate the issuance of Securities in uncertificated or global form,
     provided any such action shall not adversely affect the interests of the
     Holders of Securities of any series or any Coupons appertaining thereto;

          (4)  to establish the form or terms of Securities of any series and
     any Coupons appertaining thereto as permitted by Section 201 and Section
     301,including, without limitation, any Subordination Provisions and any
     conversion or exchange provisions applicable to Securities which are
     convertible into or exchangeable for other securities and any deletions
     from or additions or changes to this Indenture in connection therewith


                                       62

<PAGE>

     (provided that any such deletions, additions and changes shall not be
     applicable to any other series of Securities then Outstanding);

          (5)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 609;

          (6)  to cure any ambiguity or to correct or supplement any provision
     herein which may be defective or which may be inconsistent with any other
     provision herein, or to make any other provisions with respect to matters
     or questions arising under this Indenture which shall not adversely affect
     the interests of the Holders of Securities of any series then Outstanding
     or any Coupons appertaining thereto in any material respect;

          (7)  to add to, delete from or revise the conditions, limitations and
     restrictions on the authorized amount, terms or purposes of issue,
     authentication and delivery of Securities, as herein set forth;

          (8)  to add any additional Events of Default with respect to all or
     any series of Securities (as shall be specified in such supplemental
     indenture);

          (9)  to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance,
     covenant defeasance and/or satisfaction and discharge of any series of
     Securities pursuant to Article Four, provided that any such action shall
     not adversely affect the interests of any Holder of a Security of such
     series and any Coupons appertaining thereto or any other Security or Coupon
     in any material respect;

          (10) to secure the Securities pursuant to Section 1005;

          (11) to make provisions with respect to conversion or exchange rights
     of Holders of Securities of any series;

          (12) to amend or supplement any provision contained herein or in any
     supplemental indenture or in any Securities (which amendment or supplement
     may apply to one or more series of Securities or to one or more Securities
     within any series as specified in such supplemental indenture or
     indentures), provided that such amendment or supplement does not apply to
     any Outstanding Security issued prior to the date of such supplemental
     indenture and entitled to the benefits of such provision; or

          (13) in the case of any series of Securities which are convertible
     into or exchangeable for Common Stock or other securities, to safeguard or
     provide for the conversion or exchange rights, as the case may be, of such
     Securities in the event of any reclassification or change of outstanding
     shares of Common Stock or any merger, consolidation, statutory share
     exchange or combination of the Company with or into another Person or any
     sale, transfer, disposition or other conveyance of all or substantially all
     of the properties and assets of the Company to any other Person or other


                                       63

<PAGE>

     similar transactions, if expressly required by the terms of such series of
     Securities established pursuant to Section 301.

     Section 902. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Board Resolution), and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of the Securities of such series or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, that no such supplemental indenture,
without the consent of the Holder of each Outstanding Security affected thereby,
shall

          (1)  change the Stated Maturity of the principal of, or premium, if
     any, or any installment of interest, if any, on, or any Additional Amounts,
     if any, with respect to, any Security, or reduce the principal amount
     thereof or the premium, if any, thereon or the rate (or modify the
     calculation of such rate) of interest thereon, or reduce the amount payable
     upon redemption thereof at the option of the Company or repayment thereof
     at the option of the Holder, or reduce any Additional Amounts payable with
     respect thereto, or change the obligation of the Company to pay Additional
     Amounts pursuant to Section 1004 (except as contemplated by Section 801(1)
     and permitted by Section 901(1)), or reduce the amount of the principal of
     any Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section 502
     or the amount thereof provable in bankruptcy pursuant to Section 504, or
     adversely affect the right of repayment at the option of any Holder as
     contemplated by Article Thirteen, or change the Place of Payment where or
     the Currency in which the principal of, any premium or interest on, or any
     Additional Amounts with respect to any Security is payable, or impair the
     right to institute suit for the enforcement of any such payment on or after
     the Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date or, in the case of repayment pursuant to Article Thirteen
     at the option of the Holder, on or after the date for repayment) in each
     case as such Stated Maturity, Redemption Date or date for repayment may, if
     applicable, be extended in accordance with the terms of such Security or
     any Coupon appertaining thereto, or, in the case of any Security which is
     convertible into or exchangeable for other securities, impair the right to
     institute suit to enforce the right to convert or exchange such Security in
     accordance with its terms;

          (2)  reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in Section
     513 or Section 1009 of this Indenture;

          (3)  in the case of Subordinated Securities of any series, modify any
     of the provisions of Article Fifteen, any Subordinated Provisions
     applicable to such


                                       64

<PAGE>

     Subordinated Securities or the definition of "Senior Indebtedness"
     applicable to such Subordinated Securities in a manner adverse to the
     Holders of Securities;

          (4)  modify any of the provisions of this Section 902, Section 513 or
     Section 1009, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; or

          (5)  make any change that adversely affects the right, if any, to
     convert or exchange any Security for Common Stock or other securities in
     accordance with its terms.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     Anything in this Indenture to the contrary notwithstanding, if more than
one series of Securities is Outstanding, the Company shall be entitled to enter
into a supplemental indenture under this Section 902 with respect to any one or
more series of Outstanding Securities without entering into a supplemental
indenture with respect to any other series of Outstanding Securities.

     It shall not be necessary for any Act of Holders of Securities under this
Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

     Section 903. Execution of Supplemental Indentures.

     As a condition to executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article Nine or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture
Act) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel to the effect that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

     Section 904. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article Nine,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.


                                       65

<PAGE>

     Section 905. Reference in Securities to Supplemental Indentures.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

     Section 906. Effect on Senior Indebtedness.

     No supplemental indenture shall directly or indirectly modify or eliminate
the Subordination Provisions or the definition of "Senior Indebtedness"
applicable with respect to the Subordinated Securities of any series in any
manner which might terminate or impair the subordination of such series of
Subordinated Securities to such Senior Indebtedness without the prior written
consent of the Holders of such Senior Indebtedness.

     Section 907. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

                                  ARTICLE TEN

                                    COVENANTS

     Section 1001. Payment of Principal, Premium, Interest and Additional
                   Amounts.

     The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series, whether payable in cash, shares of Common Stock or
other securities, in accordance with the terms thereof, any Coupons appertaining
thereto and this Indenture. Any interest due on any Bearer Security on or before
the Maturity thereof, and any Additional Amounts payable with respect to such
interest, shall be payable only upon presentation and surrender of the Coupons
appertaining thereto for such interest as they severally mature.

     Section 1002. Maintenance of Office or Agency.

     The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this


                                       66

<PAGE>

Indenture may be served; provided that, if (i) the Borough of Manhattan, The
City of New York is a Place of Payment for the Securities of any series, (ii)
there shall be another Place of Payment in the United States of America for such
Securities in addition to the Borough of Manhattan, The City of New York and
(iii) all Securities of such series are originally issued solely in the form of
one or more permanent global Securities, then the Company shall not be required
to maintain any such office or agency in the Borough of Manhattan, The City of
New York unless and until all or any portion of such global Securities shall be
exchanged for or otherwise issued as definitive certificated Securities of such
series as contemplated by the last paragraph of this Section 1002. If Securities
of a series are issuable as Bearer Securities, the Company shall maintain,
subject to any laws or regulations applicable thereto, an Office or Agency in a
Place of Payment for such series which is located outside the United States
where Securities of such series and any Coupons appertaining thereto may be
presented and surrendered for payment; provided, however, that if the Securities
of such series are listed on the London Stock Exchange or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company shall maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such Office or Agency. If at any
time the Company shall fail to maintain any such required Office or Agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment at the
place specified for the purpose with respect to such Securities as provided in
or pursuant to this Indenture, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.

     Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount of
such principal, premium, interest or Additional Amounts at all offices outside
the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

     The Company may also from time to time designate one or more other Offices
or Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an Office or Agency
in each Place of Payment for Securities of any series for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other Office or
Agency.


                                       67

<PAGE>

     Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates the Borough of Manhattan, The City of New York, as a Place of
Payment for each series of Securities, initially appoints the Corporate Trust
Office of the Trustee in the Borough of Manhattan, The City of New York, as the
Company's Office or Agency in the Borough of Manhattan, The City of New York,
for such purpose and initially appoints the Trustee as the Security Registrar
for each series of Securities and, if the Securities of any series are
convertible into or exchangeable for Common Stock or other securities, initially
appoints the Trustee as conversion or exchange agent, as the case may be, for
the Securities of such series. The Company may subsequently appoint a different
Office or Agency in the Borough of Manhattan, The City of New York, and, as
provided in Section 305, may remove and replace from time to time the Security
Registrar.

     As set forth above in this Section 1002, and unless otherwise provided
pursuant to Section 301 with respect to any series of Securities, in the event
that the Securities of a series are originally issued solely in the form of one
or more permanent global Securities and if at any time thereafter Securities of
such series are issued in definitive certificated form in exchange for all or
any portion of such global Securities (whether pursuant to Section 305 or
otherwise pursuant to the terms of such Securities), the Company shall, at all
times from and after the date of the first such exchange until such time as no
Securities of such series in definitive certificated form are Outstanding,
establish and maintain an Office or Agency in the Borough of Manhattan, The City
of New York (in addition to any other Offices or Agencies the Company is
required to maintain in respect of such Securities) where Securities of such
series may be surrendered and where notices and demands in respect of Securities
of such series and this Indenture may be served for the purposes specified in,
and as contemplated by, the first paragraph of this Section 1002.

     Section 1003. Money for Securities Payments to Be Held in Trust.

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on, or any Additional Amounts with respect
to any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the Currency or Currencies in
which the Securities of such series are payable sufficient to pay the principal,
any premium, interest and Additional Amounts, as the case may be, so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and shall promptly notify the Trustee of its action or failure
so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it shall, on or prior to each due date of the principal of, or any
premium or interest on or any Additional Amounts with respect to, any Securities
of such series, deposit with any Paying Agent a sum (in the Currency or
Currencies described in the preceding paragraph) sufficient to pay the
principal, premium, interest and Additional Amounts, as the case may be, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall


                                       68

<PAGE>

agree with the Trustee, subject to the provisions of this Section 1003, that
such Paying Agent shall:

          (1)  hold all sums held by it for the payment of the principal of, any
     premium or interest on or any Additional Amounts with respect to Securities
     of such series in trust for the benefit of the Persons entitled thereto
     until such sums shall be paid to such Persons or otherwise disposed of as
     provided in or pursuant to this Indenture;

          (2)  give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of such series) in the making of any
     payment of principal, any premium or interest on or any Additional Amounts
     with respect to the Securities of such series; and

          (3)  at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     To the extent that the terms of any Securities established pursuant to
Section 301 provide that any principal of, or premium or interest, if any, on or
any Additional Amounts with respect to any such Securities is or may be payable
in Common Stock or other securities, then the provisions of this Section 1003
shall apply, mutatis mutandis, to such Common Stock or other securities.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same terms as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.

     Except as otherwise provided herein or pursuant hereto, any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any Security of any series or any Coupon appertaining
thereto and remaining unclaimed for two years after such principal or such
premium or interest or Additional Amount shall have become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security or any
Coupon appertaining thereto shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may, not later than 30 days after the Company's request for such repayment, at
the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment for such series or to be mailed to Holders of
Registered Securities of such series, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing nor shall it be earlier
than two years after such principal and any premium or interest or Additional
Amounts shall have become due


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<PAGE>

and payable, any unclaimed balance of such money then remaining will be repaid
to the Company.

     Section 1004. Additional Amounts.

     If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Securities or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of any series, if the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company shall
furnish to the Trustee and the Paying Agent or Paying Agents, if other than the
Trustee, an Officers' Certificate instructing the Trustee and such Paying Agent
or Paying Agents whether such payment of principal of and premium, if any, or
interest, if any, on the Securities of such series shall be made to Holders of
Securities of such series or the Coupons appertaining thereto who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of such series or pursuant
to Section 301 with respect to the Securities of such series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or Coupons, and the Company agrees to pay to the Trustee
or such Paying Agent the Additional Amounts required by the terms of such
Securities. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section 1004.

     Section 1005. Restriction on the Creation of Secured Debt.

     After the date hereof, the Company will not at any time create, incur,
assume or guarantee, and will not cause or permit a Restricted Subsidiary to
create, incur, assume or guarantee, any Secured Debt (including the creation of
Secured Debt by the securing of existing indebtedness) without first making
effective provision (and the Company covenants that in such case it will first
make or cause to be made effective provision) whereby the Securities then
Outstanding and any other indebtedness of or guaranteed by the Company or such
Restricted


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<PAGE>

Subsidiary then entitled thereto shall be secured equally and ratably with (or
prior to) any and all other obligations and indebtedness thereby secured, so
long as any such other obligations and indebtedness shall be so secured;
provided, however, that the foregoing covenants shall not be applicable to
Secured Debt secured solely by one or more of the following Security Interests:

          (a)  (1) any Security Interest upon any property which is a parcel of
     real property at a manufacturing plant, a warehouse or an office building
     and which is hereafter acquired, constructed, developed or improved by the
     Company or a Restricted Subsidiary which Security Interest is created prior
     to or contemporaneously with, or within 120 days after (i) in the case of
     the acquisition of such property, the completion of such acquisition and
     (ii) in the case of the construction, development or improvement of such
     property, the later to occur of the completion of such construction,
     development or improvement or the commencement of operation, use or
     commercial production (exclusive of test and start-up periods) of the
     property, which Security Interest secures or provides for the payment of
     all or any part of the acquisition cost of such property or the cost of
     construction, development or improvement thereof, as the case may be; (2)
     the acquisition by the Company or a Restricted Subsidiary of property
     subject to any Security Interest upon such property existing at the time of
     the acquisition thereof, which Security Interest secures obligations
     assumed by the Company or a Restricted Subsidiary; (3) any conditional
     sales agreement or other title retention agreement with respect to any
     property acquired by the Company or any Restricted Subsidiary; (4) any
     Security Interest existing on the property or on the outstanding shares or
     indebtedness of a corporation or firm at the time such corporation or firm
     shall become a Restricted Subsidiary or is merged or consolidated with the
     Company or a Restricted Subsidiary; or (5) any Security Interest on
     property of a corporation or firm existing at the time such corporation or
     firm is merged into or consolidated with the Company or a Restricted
     Subsidiary or at the time of a sale, lease or other disposition of the
     properties of a corporation or firm as an entirety or substantially as an
     entirety to the Company or a Restricted Subsidiary; provided, in each case
     that any such Security Interest described in clauses (2), (3), (4) or (5)
     does not attach to or affect property owned by the Company or any such
     Restricted Subsidiary prior to the event referred to in such clauses;

          (b)  any Security Interest to secure indebtedness of a Restricted
     Subsidiary to the Company or another Restricted Subsidiary;

          (c)  mechanics', materialmen's, carriers' or other like liens arising
     in the ordinary course of business (including construction of facilities)
     in respect of obligations which are not due or which are being contested in
     good faith;

          (d)  any Security Interest arising by reason of deposit with, or the
     giving of any form of security to, any governmental agency or any body
     created or approved by law or governmental regulations which is required by
     law or governmental regulation as a condition to the transaction of any
     business or the exercise of any privilege, franchise or license;


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<PAGE>

          (e)  Security Interests for taxes, assessments or governmental charges
     or levies not yet delinquent or Security Interests for taxes, assessments
     or governmental charges or levies already delinquent but the validity of
     which is being contested in good faith;

          (f)  Security Interests (including judgment liens) arising in
     connection with legal proceedings so long as such proceedings are being
     contested in good faith and, in the case of judgment liens, execution
     thereon is stayed;

          (g)  landlords' liens on fixtures located on premises leased by the
     Company or a Restricted Subsidiary in the ordinary course of business;

          (h)  Security Interests arising in connection with contracts and
     subcontracts with or made at the request of the United States of America,
     any state thereof, or any department, agency or instrumentality of the
     United States or any state thereof;

          (i)  any Security Interest that secures an obligation issued by the
     United States of America or any state, territory or possession of the
     United States or any political subdivision of any of the foregoing or the
     District of Columbia, in connection with the financing of the cost of
     construction or acquisition of Principal Facility or a part thereof;

          (j)  any Security Interest arising by reason of deposits to qualify
     the Company or a Restricted Subsidiary to conduct business, to maintain
     self-insurance, or to obtain the benefit of, or comply with, laws;

          (k)  the extension of any Security Interest existing as of the date of
     this Indenture on a Principal Facility to additions, extensions or
     improvements thereto and not as a result of borrowing money or the securing
     of indebtedness incurred after that date; or

          (l)  any extension, renewal or refunding (or successive extensions,
     renewals or refundings) in whole or in part of any Secured Debt secured by
     any Security Interest referred to in the foregoing subparagraphs (a)
     through (k), inclusive, provided that the principal amount of such Secured
     Debt secured thereby shall not exceed the principal amount outstanding
     immediately prior to such extension, renewal or refunding, and that the
     Security Interest securing such Secured Debt shall be limited to the
     property which, immediately prior to such extension, renewal or refunding,
     secured such Secured Debt and additions to such property.

     Notwithstanding the foregoing provisions of this Section 1005, the Company
and any one or more Restricted Subsidiaries may create, incur, assume or
guarantee Secured Debt (not including Secured Debt permitted to be secured under
subparagraphs (a) through (l), inclusive above) in an aggregate amount which,
together with all other Secured Debt (not including Secured Debt permitted to be
secured under subparagraphs (a) through (l), inclusive above) of the Company and
its Restricted Subsidiaries which is created, incurred, assumed or guaranteed
after the date hereof and the aggregate value of all Sale and Leaseback
Transactions entered into after the date hereof (not including Sale and
Leaseback Transactions referred to in clause (b) of Section 1007), does not at
the time exceed 5% of the Consolidated Net Tangible Assets. The term "value"
shall mean, with respect to a Sale and Leaseback Transaction, as of any
particular time, the present value (discounted at the rate of interest implicit
in the lease involved in such


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<PAGE>

Sale and Leaseback Transaction, as determined in good faith by the Company) of
the obligation of the lessee thereunder for rental payments (excluding, however,
any amounts required to be paid by such lessee, whether or not designated as
rent or additional rent, on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges or any amounts required to be
paid by such lessee thereunder contingent upon the amount of sales, maintenance
and repairs, insurance, taxes, assessments, water rates or similar charges)
during the remaining term of such lease (including any period for which such
lease has been extended or may, at the option of the lessor, be extended).

     Unless otherwise provided pursuant to Section 301(25), this Section 1005
will not apply to any series of Subordinated Securities.

     Section 1006. Corporate Existence.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchise; provided that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

     Section 1007. Restriction on Sale and Leaseback Transactions.

     After the date hereof, the Company will not, and will not permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless
(a) the Company or such Restricted Subsidiary would be entitled to incur Secured
Debt only by reason of the last paragraph of Section 1005 equal in amount to the
value of the Sale and Leaseback Transaction without equally and ratably securing
the Securities as provided in said Section 1005 or (b) the Company or a
Restricted Subsidiary shall apply, within one year after the effective date of
such sale or transfer, or shall have committed within one year after such
effective date to apply, an amount at least equal to the net proceeds of the
sale of the property sold and transferred or to be sold or to be transferred
pursuant to such Sale and Leaseback Transaction to (1) the acquisition,
construction, development or improvement of properties, facilities or equipment
which are, or, upon such acquisition, construction, development or improvement
will be, a Principal Facility or a part thereof or (2) the optional redemption
of Securities in accordance with the provisions of Article Eleven and at the
Redemption Price applicable at the time of such redemption, or the repayment of
Superior Indebtedness of the Company or of any Restricted Subsidiary (other than
Superior Indebtedness owed to the Company or any Restricted Subsidiary), or in
part to such acquisition, construction, development or improvement and in part
to such redemption or repayment; provided, that in lieu of applying an amount
equal to all or part of such net proceeds to such redemption, the Company may,
within one year after such sale or transfer, deliver to the Trustee Securities
(other than Securities made the basis of a reduction in any mandatory sinking
fund payment provisions contained in any series of Securities) for cancellation
and thereby reduce the amount to be applied to the redemption of Securities
pursuant to clause (2) above by an amount equal to the aggregate principal
amount of Securities so delivered. Securities redeemed or delivered to the
Trustee for cancellation pursuant to this Section 1007 shall not be used as
credits against mandatory sinking fund payments.


                                       73

<PAGE>

     Unless otherwise provided pursuant to Section 301(25), this Section 1007
will not apply to any series of Subordinated Securities.

     Section 1008. Restriction on Transfer of Principal Facility to Subsidiaries
Other than Restricted Subsidiaries.

     After the date hereof, the Company will not itself, and will not cause or
permit any Restricted Subsidiary to, transfer (whether by merger, consolidation
or otherwise) any Principal Facility to any Subsidiary that is not a Restricted
Subsidiary, unless it shall apply, within one year after the effective date of
such transaction, or shall have committed within one year after such effective
date to apply an amount equal to the fair value of such Principal Facility at
the time of such transfer, as determined by the Board of Directors (evidenced by
a Board Resolution), to (a) the acquisition, construction, development,
improvement of properties, facilities or equipment which are, or, upon such
acquisition, construction, development or improvement will be, a Principal
Facility or a part thereof or (b) the optional redemption of Securities in
accordance with the Provisions of Article Eleven and at the Redemption Price
applicable at the time of such redemption or the repayment of other Superior
Indebtedness of the Company or of any Restricted Subsidiary (other than Superior
Indebtedness owed to the Company or any Restricted Subsidiary), or in part to
such acquisition, construction, development and in part to such redemption or
repayment; provided that, in lieu of applying an amount equivalent to all or any
part of such fair value to such redemption, the Company may, within one year
after such transfer, deliver to the Trustee Securities (other than Securities
made the basis of a reduction in any mandatory sinking payment provisions
contained in any series of Securities) for cancellation and thereby reduce the
amount to be applied to the redemption of Securities pursuant to clause (b)
above by an amount equivalent to the aggregate principal amount of the
Securities to be delivered. Securities redeemed or delivered to the Trustee for
cancellation pursuant to this Section 1008 shall not be used as credits against
mandatory sinking fund payments.

     Unless otherwise provided pursuant to Section 301(25), this Section 1008,
will not apply to any series of Subordinated Securities.

     Section 1009. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1002 through Section 1008,
inclusive, with respect to the Securities of any series and, if expressly
provided pursuant to Section 301(18), any additional covenants applicable to the
Securities of such series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.


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     Section 1010. Company Statement as to Compliance.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement (which need not be contained in or
accompanied by an Officers' Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating whether or not, to the best of his or her knowledge, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to notice
requirements or periods of grace) and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which he or
she may have knowledge.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     Section 1101. Applicability of Article.

     Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article Eleven.

     Section 1102. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed and, in the event that the Company shall determine that the Securities
of any series to be redeemed shall be selected from Securities of such series
having the same issue date, interest rate or interest rate formula, Stated
Maturity and other terms (the "Equivalent Terms"), the Company shall notify the
Trustee of such Equivalent Terms.

     In the case of any redemption of Securities (A) prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (B) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate evidencing compliance with such restriction or condition.

     Section 1103. Selection by Trustee of Securities to be Redeemed.

     If less than all of the Securities of any series are to be redeemed or if
less than all of the Securities of any series with Equivalent Terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series or from the Outstanding Securities of such series with
Equivalent Terms, as the case may be, not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection


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<PAGE>

for redemption of portions of the principal amount of Registered Securities of
such series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Security of such series not redeemed to
less than the minimum denomination for a Security of such series established
herein or pursuant hereto.

     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal of such Securities which has been or is to be redeemed.

     Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted or exchanged portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.

     Section 1104. Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portions thereof.

     Any notice that is mailed to the Holder of any Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

     All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) if less than all Outstanding Securities of any series are to be
     redeemed, the identification (and, in the case of partial redemption, the
     principal amount) of the particular Security or Securities to be redeemed;

          (4) that, in case any Security is to be redeemed in part only, on and
     after the Redemption Date, upon surrender of such Security, the Holder of
     such Security will


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<PAGE>

     receive, without charge, a new Security or Securities of authorized
     denominations for the principal amount thereof remaining unredeemed;

          (5) that, on the Redemption Date, the Redemption Price shall become
     due and payable upon each such Security or portion thereof to be redeemed,
     together (if applicable) with accrued and unpaid interest, if any, thereon
     (subject, if applicable, to the provisos to the first paragraph of Section
     1106), and, if applicable, that interest thereon shall cease to accrue on
     and after said date;

          (6) the place or places where such Securities, together (in the case
     of Bearer Securities) with all Coupons appertaining thereto, if any,
     maturing after the Redemption Date, are to be surrendered for payment of
     the Redemption Price and any accrued interest and Additional Amounts
     pertaining thereto;

          (7) that the redemption is for a sinking fund, if such is the case;

          (8) that, unless otherwise specified in such notice, Bearer Securities
     of any series, if any, surrendered for redemption must be accompanied by
     all Coupons maturing subsequent to the date fixed for redemption or the
     amount of any such missing Coupon or Coupons will be deducted from the
     Redemption Price, unless security or indemnity satisfactory to the Company,
     the Trustee and any Paying Agent is furnished;

          (9) if Bearer Securities of any series are to be redeemed and any
     Registered Securities of such series are not to be redeemed, and if such
     Bearer Securities may be exchanged for Registered Securities not subject to
     redemption on the Redemption Date pursuant to Section 305 or otherwise, the
     last date, as determined by the Company, on which such exchanges may be
     made;

          (10) in the case of Securities of any series that are convertible or
     exchangeable into Common Stock or other securities, the then current
     conversion or exchange price or rate, the date or dates on which the right
     to convert or exchange the principal of the Securities of such series to be
     redeemed will commence or terminate, as applicable, and the place or places
     where and the Persons to whom such Securities may be surrendered for
     conversion or exchange;

          (11) the CUSIP number or the Euroclear or the Cedel reference numbers
     of such Securities, if any (or any other numbers used by a Depository to
     identify such Securities); and

          (12) if the Redemption Price or any portion thereof shall be payable,
     at the option of the Company or any Holders, in cash or in Common Stock or
     other securities (or a combination thereof), a statement as to whether the
     Company has elected to pay the Redemption Price in cash or Common Stock or
     other securities or a combination thereof.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.


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<PAGE>

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

     Section 1105. Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit, with respect
to the Securities of any series called for redemption pursuant to Section 1104,
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the applicable Currency sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 301 for or in the Securities of such
series) any accrued interest on and Additional Amounts with respect to, all such
Securities or portions thereof which are to be redeemed on that date, except
that, if the Securities of such series are convertible or exchangeable into
Common Stock or other securities (other than Securities of the same series), no
such deposit shall be required with respect to any such Securities (or portion
thereof) which have been converted or exchanged prior to such Redemption Date.

     Section 1106. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed (except, in the case of Securities which are convertible or
exchangeable into Common Stock or other securities (other than Securities of the
same series), any such Securities which shall have been so converted or
exchanged prior to the applicable Redemption Date) shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, together
with (unless otherwise provided with respect to the Securities of such series
pursuant to Section 301) accrued and unpaid interest, if any, thereon and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest, if any) such Securities shall cease to
bear interest and the Coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with said
notice, together with all Coupons, if any, appertaining thereto maturing after
the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with, unless otherwise provided in or pursuant to
this Indenture, any accrued and unpaid interest thereon and Additional Amounts
with respect thereto to but excluding the Redemption Date; provided, however,
that, except as otherwise provided in or pursuant to this Indenture or the
Bearer Securities of such series, installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only upon presentation and surrender of Coupons for such interest (at an Office
or Agency located outside the United States except as otherwise provided in
Section 1002), and provided, further, that, except as otherwise specified in or
pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the Regular Record Dates therefor according to their terms and the
provisions of Section 307.


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<PAGE>

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price or, at the option of the
Company, after payment to the Trustee for the benefit of the Company of, an
amount equal to the face amount of all such missing Coupons, or the surrender of
such missing Coupon or Coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing Coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that any interest or Additional Amounts represented
by Coupons shall be payable only upon presentation and surrender of those
Coupons at an Office or Agency for such Security located outside of the United
States except as otherwise provided in Section 1002.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium, until paid, shall bear
interest from the Redemption Date at the rate prescribed therefor in the
Security or, if no rate is prescribed therefor in the Security, at the rate of
interest, if any, borne by such Security.

     Section 1107. Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the Depository for
such Security in global form as shall be specified in the Company Order with
respect thereto to the Trustee, without service charge, a new Security in global
form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

     Section 1201. Applicability of Article.

     The provisions of this Article Twelve shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise permitted
or required in or pursuant to this Indenture or any Security of such series
issued pursuant to this Indenture.


                                       79

<PAGE>

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

     Section 1202. Satisfaction of Sinking Fund Payments with Securities.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly. If as a result of the delivery or credit of Securities
of any series in lieu of cash payments pursuant to this Section 1202, the
principal amount of Securities of such series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such series for redemption, except upon Company Request, and
such cash payment shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

     Section 1203. Redemption of Securities for Sinking Fund.

     Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such


                                       80

<PAGE>

sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 1106 and Section 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

     Section 1301. Applicability of Article.

     Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
1301, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such Securities on or before the applicable Repayment Date an amount not less
than the repayment price payable by the Company on repayment of such Securities,
and the obligation of the Company to pay the repayment price of such Securities
shall be satisfied and discharged to the extent such payment is so paid by such
purchasers.

     Unless otherwise expressly stated in this Indenture or pursuant to Section
301 with respect to the Securities of any series or unless the context requires
otherwise, all references in this Indenture to the repayment of any Securities
at the option of the Holders thereof (and all references of like import) shall
be deemed to include a reference to the repurchase of Securities at the option
of the Holders thereof.

                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

     Section 1401. Applicability of Article.

     Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency or (ii)
any distribution to Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency, in the absence of any provision
to the contrary in or pursuant to this Indenture or the Securities of such
series, any amount in respect of any Security denominated in a Currency other
than Dollars shall be treated for any


                                       81

<PAGE>

such action, determination or distribution as that amount of Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such action, determination or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such
distribution) as the Company may specify in a written notice to the Trustee or,
in the absence of such written notice, as the Trustee may determine.

                                ARTICLE FIFTEEN

                    SUBORDINATION OF SUBORDINATED SECURITIES

     Section 1501. Agreement to Subordinate.

     The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of Subordinated Securities of any series by his acceptance
thereof, likewise covenants and agrees, that the payment of the principal of
(and premium, if any) and interest, if any, on, and Additional Amounts, if any,
in respect of each and all of the Subordinated Securities of such series shall
be expressly subordinated, to the extent and in the manner provided in the
Subordination Provisions established with respect to the Subordinated Securities
of such series pursuant to Section 301(25) hereof, in right of payment to the
prior payment in full of all Senior Indebtedness with respect to such series.

                                    * * * * *

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


                                       82

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and, in the case of the Trustee, its corporate seal to be
hereunto affixed, all as of the day and year first above written.

                          BAXTER INTERNATIONAL INC.



                           By:
                              ---------------------------------------
                                Name:
                                Title:





                          By:
                              ----------------------------------------
                                Name:
                                Title:









                          BANK ONE TRUST COMPANY, N.A.

                          as Trustee

                          By:
                              -------------------------------------------
                               Name:
                               Title:



[SEAL]


Attest:


                                       83

<PAGE>

- ---------------------------------
Name:
Title:
































                                       84

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>7
<FILENAME>dex46.txt
<DESCRIPTION>SUPPLEMENTAL INDENTURE NO. 1
<TEXT>
<PAGE>
                                                                     Exhibit 4.6

                                                                  EXECUTION COPY

                            BAXTER INTERNATIONAL INC.

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,

                                   as Trustee

                             _______________________

                          SUPPLEMENTAL INDENTURE NO. 1

                          Dated as of December 17, 2002

                            ________________________

<PAGE>


         THIS SUPPLEMENTAL INDENTURE No. 1 (this "Supplemental Indenture"),
dated as of December 17, 2002, is between BAXTER INTERNATIONAL INC., a Delaware
corporation (the "Company"), and BANK ONE TRUST COMPANY, N.A., a national
banking association, as Trustee (the "Trustee").

                                 R E C I T A L S

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture dated as of April 26, 2002 (the "Base Indenture" and
together with this Supplemental Indenture, the "Indenture"), providing for the
issuance from time to time of series of the Company's Securities (as defined in
the Base Indenture);

         WHEREAS, Section 901(4) of the Base Indenture provides for the Company
and the Trustee to enter into an indenture supplemental to the Base Indenture to
establish the form or terms of Securities of any series as permitted by Sections
201 or 301 of the Base Indenture;

         WHEREAS, pursuant to Section 301 of the Base Indenture, the Company
wishes to provide for the issuance of a new series of Securities to be known as
its 3.6% Senior Notes due 2008 (the "Senior Notes"), the form and terms of such
Senior Notes and the terms, provisions and conditions thereof to be set forth as
provided in this Supplemental Indenture;

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture and all requirements necessary to make this
Supplemental Indenture a valid, binding and enforceable instrument in accordance
with its terms, and to make the Senior Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and
delivery of this Supplemental Indenture has been duly authorized in all
respects.

         NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE 1
                                   Definitions

         Section 1.01  Relation to Base Indenture. This Supplemental Indenture
constitutes an integral part of the Base Indenture.

                                        1

<PAGE>

         Section 1.02. Definition Of Terms. For all purposes of this
Supplemental Indenture:

                (a)    Capitalized terms used herein without definition shall
         have the meanings specified in the Base Indenture, or, if not defined
         in the Base Indenture, in the Purchase Contract Agreement, the Pledge
         Agreement or the Remarketing Agreement;

                (b)    a term defined anywhere in this Supplemental Indenture
         has the same meaning throughout;

                (c)    the singular includes the plural and vice versa;

                (d)    headings are for convenience of reference only and do not
         affect interpretation;

                (e)    the following terms have the meanings given to them in
         this Article 1:

         "Accounting Event" means the receipt by the audit committee of the
board of directors of the Company of a written report in accordance with
Statement on Auditing Standards ("SAS") No. 97, "Amendment to SAS No. 50 -
Reports on the Application of Accounting Principles", from the Company's
independent auditors, provided at the request of the management of the Company,
to the effect that, as a result of a change in accounting rules after the date
hereof, the Company must either (i) account for all or any portion of the
Purchase Contracts as a derivative under SFAS 133 (or otherwise mark-to-market
or measure at fair value all or any portion of the Purchase Contracts, with
changes appearing in the Company's income statement) or (ii) account for the
Units using the if-converted method under SFAS 128, and that such accounting
treatment will cease to apply upon redemption of the Senior Notes.

         "Applicable Principal Amount" means the aggregate principal amount of
the Senior Notes that are components of Corporate Units.

         "Business Day" shall have the meaning specified in the Purchase
Contract Agreement.

         "Corporate Units" shall have the meaning specified in the Purchase
Contract Agreement.

         "Coupon Rate" shall have the meaning set forth in Section 2.05(a).

                                        2

<PAGE>

         "Depositary" means a clearing agency registered under Section 17A of
the Securities Exchange Act of 1934, as amended, that is designated to act as
Depositary for the Corporate Units pursuant to the Purchase Contract Agreement.

         "Depositary Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.

         "Final Remarketing Price" shall have the meaning set forth in Section
8.02(b).

         "Global Senior Notes" shall have the meaning set forth in Section 2.04.

         "Interest Payment Date" shall have the meaning set forth in Section
2.05(b).

         "Maturity Date" shall have the meaning specified in Section 2.02.

         "Pledge Agreement" means the Pledge Agreement, dated as of December 17,
2002 among the Company, Bank One Trust Company, N.A., as Collateral Agent,
Custodial Agent and Securities Intermediary, and Bank One Trust Company, N.A.,
as Purchase Contract Agent and attorney-in-fact for the Holders of the Purchase
Contracts, as amended from time to time.

         "Purchase Contract Agreement" means the Purchase Contract Agreement,
dated as of December 17, 2002, between the Company and Bank One Trust Company,
N.A., as purchase contract agent, as amended from time to time.

         "Purchase Contracts" and "Purchase Contract" shall have their
respective meanings specified in the Purchase Contract Agreement.

         "Purchase Contract Settlement Date" means February 16, 2006.

         "Put Price" shall have the meaning set forth in Section 8.05(a).

         "Put Right" shall have the meaning set forth in Section 8.05(a).

         "Quotation Agent" means any primary U.S. government securities dealer
selected by the Company.

         "Record Date" means, with respect to any Interest Payment Date for the
Senior Notes, the first Business Day of the calendar month in which such
Interest Payment Date falls; provided that the Company may, at its option,
select any other day as the Record Date for any Interest Payment Date so long as
such

                                        3

<PAGE>

Record Date selected is more than one Business Day but less than sixty Business
Days prior to such Interest Payment Date.

         "Redemption Amount" shall mean, for each Senior Note, an amount equal
to the product of the principal amount of that Senior Note and a fraction, the
numerator of which is the Treasury Portfolio Purchase Price and the denominator
of which is the Applicable Principal Amount.

         "Redemption Price" shall mean, for each Senior Note, the Redemption
Amount plus any accrued and unpaid interest on such Senior Note to but excluding
the Special Event Redemption Date.

         "Remarketed Senior Notes" shall have the meaning set forth in Section
8.01(c).

         "Remarketing Agent" shall have the meaning set forth in the Remarketing
Agreement.

         "Remarketing Agreement" means the Remarketing Agreement, dated as of
December 17, 2002, among the Company, Banc of America Securities LLC, Credit
Suisse First Boston Corporation and UBS Warburg LLC, each as a potential
Remarketing Agent, and Bank One Trust Company, N.A., as Purchase Contract Agent,
as amended from time to time.

         "Remarketing Price" shall have the meaning set forth in Section
8.02(a).

         "Reset Effective Date" means the date three Business Days following the
date of a Successful Remarketing pursuant to which the Coupon Rate is reset to a
Reset Rate.

         "Reset Rate" means the interest rate per annum on the Senior Notes (i)
in the case of a Successful Remarketing prior to the Final Remarketing Date, as
determined by the Remarketing Agent as necessary to remarket the Remarketed
Senior Notes at a price per Remarketed Senior Note such that the aggregate price
for the Remarketed Senior Notes is equal to approximately 100.25% of the sum of
the Treasury Portfolio Purchase Price and Separate Senior Notes Purchase Price,
and (ii) in the case of a Successful Remarketing on the Final Remarketing Date,
as the rate necessary to remarket the Remarketed Senior Notes at a price per
Remarketed Senior Note such that the aggregate price for the Remarketed Senior
Notes is equal to approximately 100.25% of the aggregate principal amount of the
Remarketed Senior Notes; provided that if there are no Corporate Units
outstanding and none of the Holders elect to have Separate Senior Notes held by
them remarketed, or in the case of a Failed Remarketing, the interest rate
payable on the Senior Notes will not be reset and the interest rate payable on
the Senior

                                        4

<PAGE>

Notes shall continue to be the Coupon Rate; provided further that in no event
shall the Reset Rate exceed the maximum rate, if any, permitted by applicable
law.

         "Separate Senior Notes" means Senior Notes that are no longer a
component of Corporate Units.

         "Special Event" shall mean either a Tax Event or an Accounting Event.

         "Special Event Redemption" means the redemption of the Senior Notes
pursuant to the terms hereof following the occurrence of a Special Event.

         "Special Event Redemption Date" shall have the meaning set forth in
Section 3.01.

         "Tax Event" means the receipt by the Company of an opinion of counsel,
rendered by a law firm having a recognized national law practice, to the effect
that, as a result of any amendment to, change in or announced proposed change in
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative decision, pronouncement, judicial decision or action
interpreting or applying such laws or regulations, which amendment or change is
effective or which proposed change, pronouncement, action or decision is
announced on or after the date hereof, there is more than an insubstantial
increase in the risk that interest payable by the Company on the Senior Notes is
not, or within 90 days of the date of such opinion, will not be, deductible by
the Company, in whole or in part, for United States federal income tax purposes.

         "Treasury Portfolio" means a portfolio of (1) U.S. treasury securities
(or principal or interest strips thereof) that mature on or prior to February
15, 2006 in an aggregate amount equal to the Applicable Principal Amount, and
(2) (x) in the case of a Successful Remarketing prior to the Final Remarketing
Date, for the scheduled Interest Payment Date on the Purchase Contract
Settlement Date, U.S. treasury securities (or principal or interest strips
thereof) that mature on or prior to February 15, 2006 in an aggregate amount
equal to the aggregate interest payment (assuming no reset of the interest rate)
that would have been due on the Purchase Contract Settlement Date on the
Applicable Principal Amount, and (y) in the case of a Special Event Redemption,
for each scheduled Interest Payment Date that occurs after the Special Event
Redemption Date to and including the Purchase Contract Settlement Date, U.S.
treasury securities (or principal or interest strips thereof) that mature on or
prior to the business day immediately preceding such scheduled Interest Payment
Date in an aggregate amount equal to the aggregate interest payment (assuming no
reset of the interest rate) that would have been due on such scheduled Interest
Payment Date on the Applicable Principal Amount.

                                        5

<PAGE>

         "Treasury Portfolio Purchase Price" means the lowest aggregate ask-side
price quoted by a Primary Treasury Dealer to the Quotation Agent between 9:00
a.m. and 11:00 a.m. (New York City time) (i) in the case of a Special Event
Redemption, on the third Business Day immediately preceding the Special Event
Redemption Date for the purchase of the applicable Treasury Portfolio for
settlement on the Special Event Redemption Date, and (ii) in the case of a
Successful Remarketing prior to the Final Remarketing Date, on the date of such
Successful Remarketing for the purchase of the applicable Treasury Portfolio for
settlement on the third Business Day immediately following the date of such
Successful Remarketing.

         The terms "Company," "Trustee," "Indenture," "Base Indenture" and
"Senior Notes" shall have the respective meanings set forth in the recitals to
this Supplemental Indenture and the paragraph preceding such recitals.

                                    ARTICLE 2
                General Terms and Conditions of the Senior Notes

         Section 2.01.  Designation and Principal Amount. There is hereby
authorized a series of Securities designated as 3.6% Senior Notes due February
16, 2008 limited in aggregate principal amount to $1,100,000,000 (or up to
$1,250,000,000 to the extent that the Underwriters' over-allotment option is
exercised). The Senior Notes may be issued from time to time upon written order
of the Company for the authentication and delivery of Senior Notes pursuant to
Section 303 of the Base Indenture.

         Section 2.02.  Maturity. Unless a Special Event Redemption occurs prior
to the Maturity Date (defined below), the date upon which the Senior Notes shall
become due and payable at final maturity, together with any accrued and unpaid
interest, is February 16, 2008 (the "Maturity Date").

         Section 2.03.  Form, Payment and Appointment. Except as provided in
Section 2.04, the Senior Notes shall be issued in fully registered, certificated
form, bearing identical terms. Principal of and interest on the Senior Notes
will be payable, the transfer of such Senior Notes will be registrable, and such
Senior Notes will be exchangeable for Senior Notes of a like aggregate principal
amount bearing identical terms and provisions, at the office or agency of the
Company maintained for such purpose in the Borough of Manhattan, The City of New
York, which shall initially be the Corporate Trust Office of the Trustee;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the Holder at such address as shall appear in the
Security Register

                                        6

<PAGE>

or by wire transfer to an account appropriately designated by the Holder
entitled to payment.

         No service charge shall be made for any registration of transfer or
exchange of the Senior Notes, but the Company may require payment from the
Holder of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.

         The Security Registrar and Paying Agent for the Senior Notes shall
initially be the Trustee.

         The Senior Notes shall be issuable in denominations of $50 and integral
multiples of $50 in excess thereof.

         Section 2.04.  Global Senior Notes. Senior Notes that are no longer a
component of the Corporate Units and released from the Collateral Account (as
defined in the Pledge Agreement) will be issued in permanent global form (a
"Global Senior Note"), and if issued as one or more Global Senior Notes, the
Depositary shall be The Depository Trust Company or such other depositary as any
officer of the Company may from time to time designate. Upon the creation of
Treasury Units or the recreation of Corporate Units, an appropriate annotation
shall be made on the Schedule of Increases and Decreases on the Global Senior
Notes held by the Depositary. Unless and until such Global Senior Note is
exchanged for Senior Notes in certificated form, Global Senior Notes may be
transferred, in whole but not in part, and any payments on the Senior Notes
shall be made, only to the Depositary or a nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a nominee of such
successor Depositary.

         Section 2.05.  Interest. (a) The Senior Notes will bear interest
initially at the rate of 3.6% per year (the "Coupon Rate") from the original
date of issuance through and including the earlier of (i) the Maturity Date and
(ii) the day immediately preceding any Reset Effective Date. In the event of a
Successful Remarketing of the Senior Notes, the Coupon Rate will be reset by the
Remarketing Agent at the appropriate Reset Rate with effect from the related
Reset Effective Date, as set forth under Section 8.03. If the Coupon Rate is so
reset, the Senior Notes will bear interest at the Reset Rate from the related
Reset Effective Date until the principal thereof and interest thereon is paid or
duly made available for payment and shall bear interest, to the extent permitted
by law, compounded quarterly, on any overdue principal and payment of interest
at the Coupon Rate through and including the day immediately preceding the Reset
Effective Date and at the Reset Rate thereafter.

                                        7

<PAGE>

         (b)   Interest on the Senior Notes shall be payable quarterly in
arrears on February 16, May 16, August 16 and November 16 of each year (each, an
"Interest Payment Date"), commencing February 16, 2003, to the Person in whose
name such Senior Note, or any predecessor Senior Note, is registered at the
close of business on the Record Date for such Interest Payment Date. Interest on
the Senior Notes shall accrue from December 17, 2002.

         (c)   The amount of interest payable for any full quarterly period will
be computed on the basis of a 360-day year consisting of twelve 30-day months.
The amount of interest payable for any period shorter than a full quarterly
period for which interest is computed will be computed on the basis of a 30-day
month and, for any period less than a month, on the basis of the actual number
of days elapsed per 30-day month. In the event that any scheduled Interest
Payment Date falls on a day that is not a Business Day, then payment of interest
payable on such Interest Payment Date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next calendar year,
then such payment will be made on the preceding Business Day.

         Section 2.06.  No Defeasance. The provisions of Section 402 of the Base
Indenture shall not apply to the Senior Notes.

         Section 2.07.  No Sinking Fund. The Senior Notes are not entitled to
the benefit of any sinking fund.

         Section 2.08.  No Subordination. The Senior Notes are not Subordinate
Securities and the Subordination Provisions of Section 301(25) of the Base
Indenture shall not apply to the Senior Notes.

                                    ARTICLE 3
                         Redemption of the Senior Notes

         Section 3.01.  Special Event Redemption. If a Special Event shall occur
and be continuing, the Company may, at its option, redeem the Senior Notes in
whole, but not in part, on any Interest Payment Date prior to the earlier of the
date of a Successful Remarketing or the Purchase Contract Settlement Date, at a
price per Senior Note equal to the Redemption Price, payable on the date of
redemption (the "Special Event Redemption Date") to the Holders of the Senior
Notes registered at the close of business on the Record Date for such Interest
Payment Date. If the Company so elects to redeem the Senior Notes, the Company
shall appoint the Quotation Agent to assist the Company in determining the
Treasury

                                        8

<PAGE>

Portfolio Purchase Price. Notice of any Special Event Redemption will be mailed
by the Company (with a copy to the Trustee) at least 30 days but not more than
60 days before the Special Event Redemption Date to each registered Holder of
the Senior Notes at its registered address. In addition, the Company shall
notify the Collateral Agent in writing that a Special Event has occurred and
that the Company intends to redeem the Senior Notes on the Special Event
Redemption Date. Unless the Company defaults in the payment of the Redemption
Price, on and after the Special Event Redemption Date, (a) interest shall cease
to accrue on the Senior Notes, (b) the Senior Notes shall become due and payable
at the Redemption Price, and (c) the Senior Notes shall be void and all rights
of the Holders in respect of the Senior Notes shall terminate and lapse (other
than the right to receive the Redemption Price upon surrender of such Senior
Notes but without interest on such Redemption Price). Following the notice of a
Special Event Redemption, neither the Company nor the Trustee shall be required
to register the transfer of or exchange the Senior Notes to be redeemed.

         Section 3.02.  Redemption Procedures. On or prior to the Special Event
Redemption Date, the Company shall deposit with the Trustee immediately
available funds in an amount sufficient to pay, on the Special Event Redemption
Date, the aggregate Redemption Price for all outstanding Senior Notes. In
exchange for any Senior Notes surrendered for redemption on or after the Special
Event Redemption Date, the Trustee shall pay an amount equal to the Redemption
Price (a) to the Collateral Agent, in the case of Senior Notes that are included
in Corporate Units, which amount shall be applied by the Collateral Agent in
accordance with the terms of the Pledge Agreement, and (b) to the holders of the
Separate Senior Notes, in the case of Separate Senior Notes.

                                    ARTICLE 4
                               Form of Senior Note

         Section 4.01.  Form Of Senior Note. The Senior Notes and the Trustee's
Certificate of Authentication to be endorsed thereon are to be substantially in
the forms attached as Exhibit A hereto, with such changes therein as the
officers of the Company executing the Senior Notes (by manual or facsimile
signature) may approve, such approval to be conclusively evidenced by their
execution thereof.

                                    ARTICLE 5
                         Original Issue of Senior Notes

         Section 5.01.  Original Issue Of Senior Notes. Senior Notes in the
aggregate principal amount of $1,100,000,000 (or up to $1,250,000,000 to the

                                        9

<PAGE>

extent that the Underwriters' over-allotment option is exercised) may from time
to time, upon execution of this Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Senior Notes to or upon the written
order of the Company pursuant to Section 303 of the Base Indenture without any
further action by the Company (other than as required by the Base Indenture).

                                    ARTICLE 6
                             Original Issue Discount

         Section 6.01.  Original Issue Discount. The Company shall file with the
Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Senior Notes that are Outstanding as of the end of
the year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

                                    ARTICLE 7
                                  Miscellaneous

         Section 7.01.  Ratification Of Indenture. The Indenture, as
supplemented by this Supplemental Indenture, is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed part of the Indenture
in the manner and to the extent herein and therein provided.

         Section 7.02.  Trustee Not Responsible For Recitals. The recitals
herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

         Section 7.03.  New York Law To Govern. THIS SUPPLEMENTAL INDENTURE AND
EACH SENIOR NOTE SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

         Section 7.04.  Separability. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Senior Notes shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then, to
the

                                       10

<PAGE>

extent permitted by law, such invalidity, illegality or unenforceability shall
not affect any other provisions of this Supplemental Indenture or of the Senior
Notes, but this Supplemental Indenture and the Senior Notes shall be construed
as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.

         Section 7.05.  Counterparts. This Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

                                    ARTICLE 8
                                   Remarketing

         Section 8.01.  Remarketing Procedures. (a) Unless a Special Event
Redemption or a Successful Remarketing has occurred prior to the applicable
Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the
Remarketing Agreement for the Remarketing of the Senior Notes. The Company will
request, not later than seven nor more than 15 calendar days prior to the
applicable Remarketing Date, that the Depositary or its nominee notify the
Beneficial Owners or Depositary Participants holding Separate Senior Notes,
Corporate Units and Treasury Units of the procedures to be followed in the
applicable Remarketing.

         (b)   Each Holder of Separate Senior Notes may elect to have Separate
Senior Notes held by such Holder remarketed in any Remarketing. A Holder making
such an election must, pursuant to the Pledge Agreement, notify the Custodial
Agent and deliver such Separate Senior Notes to the Custodial Agent prior to
5:00 P.M. (New York City time) on or prior to the fifth Business Day immediately
preceding the applicable Remarketing Date (but no earlier than the Interest
Payment Date immediately preceding the applicable Remarketing Date). Any such
notice and delivery may not be conditioned upon the level at which the Reset
Rate is established in the Remarketing. Any such notice and delivery may be
withdrawn prior to 5:00 P.M. (New York City time) on or prior to the fifth
Business Day immediately preceding the applicable Remarketing Date in accordance
with the provisions set forth in the Pledge Agreement. Any such notice and
delivery not withdrawn by such time will be irrevocable with respect to such
Remarketing. Pursuant to Section 5.07(c) of the Pledge Agreement, promptly after
11:00 A.M., New York City time, on the Business Day immediately preceding the
applicable Remarketing Date, the Custodial Agent, based on the notices and
deliveries received by it prior to such time, shall notify the Remarketing Agent
of the principal amount of Separate Senior Notes to be tendered for remarketing
and shall cause such Separate Senior Notes to be

                                       11

<PAGE>

presented to the Remarketing Agent. Under Section 5.02 of the Purchase Contract
Agreement, Senior Notes that are components of Corporate Units will be deemed
tendered for Remarketing and will be remarketed in accordance with the terms of
the Remarketing Agreement.

         (c)   The right of each Holder of Senior Notes that are included in
Corporate Units to have such Senior Notes, and each Holder of Separate Senior
Notes to have any Separate Senior Notes (together, the "Remarketed Senior
Notes"), remarketed and sold on any Remarketing Date shall be limited to the
extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the
terms of the Remarketing Agreement, (ii) a Special Event Redemption has not
occurred prior to such Remarketing Date, (iii) the Remarketing Agent is able to
find a purchaser or purchasers for Remarketed Senior Notes at the Remarketing
Price or the Final Remarketing Price, as the case may be, and (iv) the purchaser
or purchasers deliver the purchase price therefor to the Remarketing Agent as
and when required.

         (d)   Neither the Trustee, the Company nor the Remarketing Agent shall
be obligated in any case to provide funds to make payment upon tender of Senior
Notes for remarketing.

         Section 8.02.  Remarketing. (a) Unless a Special Event Redemption has
occurred prior to the Initial Remarketing Date, on the Initial Remarketing Date,
the Remarketing Agent shall, pursuant and subject to the terms of the
Remarketing Agreement, use its reasonable efforts to remarket the Remarketed
Senior Notes at a price (the "Remarketing Price") equal to approximately 100.25%
of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Note
Purchase Price.

         (b)   In the case of a Failed Initial Remarketing and unless a Special
Event Redemption has occurred prior to the Final Remarketing Date, on the Final
Remarketing Date, the Remarketing Agent shall use its reasonable efforts to
remarket the Remarketed Senior Notes at a price (the "Final Remarketing Price")
equal to approximately 100.25% of the aggregate principal amount of the
Remarketed Senior Notes. It is understood and agreed that Remarketing on any
Remarketing Date will be considered successful and no further attempts will be
made if the resulting proceeds are at least 100.25% of the sum of the Treasury
Portfolio Purchase Price and the Separate Senior Note Purchase Price, in the
case of the Initial Remarketing, or 100.25% of the aggregate principal amount of
the Remarketed Senior Notes in the case of the Final Remarketing.

         Section 8.03.  Reset Rate. (a) In connection with each Remarketing, the
Remarketing Agent shall determine the Reset Rate (rounded to the nearest
one-thousandth (0.001) of one percent per annum) that the Remarketed Senior
Notes

                                       12

<PAGE>

should bear in order to have an aggregate market value equal to the Remarketing
Price or the Final Remarketing Price, as the case may be, and that in the sole
discretion of the Remarketing Agent will enable it to remarket all of the
Remarketed Senior Notes at the Remarketing Price or Final Remarketing Price, as
the case may be, in such Remarketing.

         (b)   Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event exceed the maximum rate permitted by applicable law and the
Remarketing Agent shall have no obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Senior Notes and they
shall rely solely upon written notice from the Company (which the Company agrees
to provide prior to the eighth Business Day before the Initial Remarketing Date)
as to whether or not there is any such limitation and, if so, the maximum
permissible Reset Rate.

         (c)   In the event of a Failed Remarketing or if no Senior Notes are
included in Corporate Units and none of the holders of the Separate Senior Notes
elect to have their Senior Notes remarketed in any Remarketing, the applicable
interest rate on the Senior Notes will not be reset and will continue to be the
Coupon Rate.

         (d)   In the event of a Successful Remarketing, the Coupon Rate shall
be reset at the Reset Rate as determined by the Remarketing Agent under the
Remarketing Agreement.

         Section 8.04.  Failed Remarketing. (a) If, by 4:00 p.m. (New York City
time) on any Remarketing Date, the Remarketing Agent is unable to remarket all
of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing
Price, as the case may be, pursuant to the terms and conditions hereof, a Failed
Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so
advise, by telephone the Depositary, the Purchase Contract Agent and the
Company. Promptly following any Failed Remarketing, the Remarketing Agent shall
return Separate Senior Notes submitted for remarketing, if any, to the Custodial
Agent for distribution to the appropriate Holders.

         (b)   The Company shall cause a notice of such Failed Remarketing to be
published in a daily newspaper in the English language of general circulation in
the City of New York, which is expected to be The Wall Street Journal.

         Section 8.05.  Put Right. (a) If there has not been a Successful
Remarketing prior to the Purchase Contract Settlement Date, Holders of Separate
Senior Notes and Holders of Senior Notes that are a component of Corporate

                                       13

<PAGE>

Units will, subject to this Section 8.05, have the right (the "Put Right") to
require the Company to purchase their Senior Notes, on the Purchase Contract
Settlement Date, at a price per Senior Note equal to $50.00 plus accrued and
unpaid interest to but excluding the Purchase Contract Settlement Date (the "Put
Price").

         (b)   The Put Right of Holders of Senior Notes that are part of
Corporate Units will be automatically exercised unless such Holders (1) prior to
11:00 a.m., New York City time, on the second Business Day immediately preceding
the Purchase Contract Settlement Date, provide written notice to the Purchase
Contract Agent of their intention to settle the related Purchase Contract with
separate cash, and (2) on or prior to the Business Day immediately preceding the
Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash
per Purchase Contract, in each case pursuant to the Purchase Contract Agreement.
Unless a Corporate Unit holder has settled the related Purchase Contract with
separate cash on or prior to the Purchase Contract Settlement Date, the Company,
on the Purchase Contract Settlement Date, shall cause the Put Price to be
deposited in the Collateral Account and the Collateral Agent shall cause the
Securities Intermediary to remit the Purchase Price for the shares of Common
Stock to be issued under the related Purchase Contract from a portion of the
Proceeds of the Put Right to the Company in full satisfaction of such Holder's
obligations under the related Purchase Contract. Any remaining amount of the Put
Price following satisfaction of the related Purchase Contract will be paid to
such Corporate Unit holder. If the Company shall fail to pay the Put Price on
the Purchase Contract Settlement Date in accordance with the foregoing, the
Company shall be deemed to have netted its obligation to pay the Put Price
against the obligation of a Holder of a Senior Note that is a component of a
Corporate Unit to pay the Purchase Price under the related Purchase Contract on
the Purchase Contract Settlement Date.

         (c)   The Put Right of a Holder of a Separate Senior Note shall only be
exercisable upon delivery of a notice to the Trustee by such Holder on or prior
to the second Business Day prior to the Purchase Contract Settlement Date. On or
prior to the Purchase Contract Settlement Date, the Company shall deposit with
the Trustee immediately available funds in an amount sufficient to pay, on the
Purchase Contract Settlement Date, the aggregate Put Price of all Separate
Senior Notes with respect to which a Holder has exercised a Put Right. In
exchange for any Separate Senior Notes surrendered pursuant to the Put Right,
the Trustee shall then distribute such amount to the Holders of such Separate
Senior Notes.

         Section 8.06.  Additional Event of Default. In addition to the events
listed as Events of Default in Section 501 of the Base Indenture, it shall be an
additional Event of Default with respect to the Senior Notes, if the Company
shall not have satisfied its obligation to pay the Put Price when due in
accordance with

                                       14

<PAGE>

Section 8.05 (either by payment of the Put Price to the Trustee when due, by
deposit of the Put Price in the Collateral Account when due or by netting the
Put Price against a Holder's obligation under the related Purchase Contract if a
Senior Note is a component of a Corporate Unit).

                                    ARTICLE 9
                                  Tax Treatment

         Section 9.01.  Tax Treatment. The Company agrees, and by acceptance of
a Corporate Unit, each holder of a Corporate Unit will be deemed to have agreed
(1) for United States federal, state and local income and franchise tax purposes
to treat the acquisition of a Corporate Unit as the acquisition of the Senior
Note and the Purchase Contract constituting the Corporate Unit and (2) to treat
the Senior Note as indebtedness for United States federal, state and local
income and franchise tax purposes. A Holder of Senior Notes may obtain the
comparable yield and projected payment schedule for the Senior Notes, determined
by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written
request for such information to the Company at the following address: Baxter
International Inc., One Baxter Parkway, Deerfield, Illinois 60015, Attention:
Treasurer.

                                       15

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, as of the day and year first written above.

                                      BAXTER INTERNATIONAL INC.


                                      By:  _____________________________________
                                           Name:
                                           Title:

Attest:


________________________
Name:
Title:
                                      BANK ONE TRUST COMPANY, N.A., as Trustee


                                      By:  _____________________________________
                                           Name:
                                           Title:

Attest:


________________________
Name:
Title:

________________________
Name:
Title:

<PAGE>

                                                                       EXHIBIT A

[IF THIS SENIOR NOTE IS TO BE A GLOBAL SECURITY, INSERT:] THIS SENIOR NOTE IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE
DEPOSITORY TRUST COMPANY. THIS SENIOR NOTE IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A
NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST
COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY
TRUST COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                            BAXTER INTERNATIONAL INC.

3.6% Senior Notes due February 16, 2008                       No.
$______________                                             CUSIP No. 07813 60 4

BAXTER INTERNATIONAL INC., a corporation organized and existing under the laws
of Delaware (hereinafter called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to___________, or registered assigns, the principal sum
of up to ___________($__________), as set forth in the Schedule of Increases or
Decreases In Senior Note attached hereto, on February 16, 2008 (such date is
hereinafter referred to as the "Maturity Date"), and to pay interest

<PAGE>

thereon from December 17, 2002 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, quarterly in arrears on
February 16, May 16, August 16 and November 16 of each year, commencing February
16, 2003, at the rate of 3.6% per annum through and including the day
immediately preceding the Reset Effective Date, if any, and thereafter at the
Reset Rate, if any, on the basis of a 360-day year consisting of twelve 30-day
months, until the principal hereof is paid or duly provided for or made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) to pay interest, compounded quarterly, at the rate
of 3.6% per annum on any overdue principal and payment of interest through and
including the day immediately preceding the Reset Effective Date, if any, and
thereafter at the Reset Rate, if any. The amount of interest payable for any
period shorter than a full quarterly period for which interest is computed will
be computed on the basis of a 30-day month and, for any period less than a
month, on the basis of the actual number of days elapsed per 30-day month. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Senior Note (or one or more Predecessor Senior Notes) is registered at
the close of business on the Record Date for such Interest Payment Date.

Payment of the principal of and interest on this Senior Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, which shall initially be the Corporate Trust
Office of the Trustee, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at the option of
the Company by check mailed to the Holder at such address as shall appear in the
Security Register or by wire transfer to an account appropriately designated by
the Holder entitled to payment.

Reference is hereby made to the further provisions of this Senior Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Senior Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                                BAXTER INTERNATIONAL INC.


                                                By: ________________________
                                                    Name:
                                                    Title:

Attest:


By: ______________________
    Name:
    Title:




                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Senior Notes referred to in the within mentioned Indenture.

Dated: _____________

BANK ONE TRUST COMPANY, N.A.,
as Trustee

By:    __________________
       Authorized Officer

<PAGE>

                         FORM OF REVERSE OF SENIOR NOTE

         This Senior Note is one of a duly authorized issue of securities of the
Company (herein called the "Senior Notes"), issued and to be issued in one or
more series under an Indenture, dated as of April 26, 2002, between the Company
and Bank One Trust Company, N.A., as Trustee, (herein called the "Trustee",
which term includes any successor trustee)(the "Base Indenture"), as
supplemented by the Supplemental Indenture No. 1 between the Company and the
Trustee (the "Supplemental Indenture" and together with the Base Indenture, the
"Indenture"), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Senior Notes and of the terms
upon which the Senior Notes are, and are to be, authenticated and delivered.
This Senior Note is one of the series designated on the face hereof, limited in
aggregate principal amount to $[___________].

         If a Special Event shall occur and be continuing, the Company may, at
its option, redeem the Senior Notes of this series in whole, but not in part, on
any Interest Payment Date prior to the earlier of the date of a Successful
Remarketing or the Purchase Contract Settlement Date, at a price per Senior Note
equal to the Redemption Price as set forth in the Indenture.

         If there has not been a Successful Remarketing prior to the Purchase
Contract Settlement Date, the holders of Senior Notes will have the right to
require the Company to purchase their Senior Notes on the Purchase Contract
Settlement Date, all as more fully described in the Supplemental Indenture

         The Senior Notes are not entitled to the benefit of any sinking fund
and will not be subject to defeasance.

         If an Event of Default with respect to Senior Notes of this series
shall occur and be continuing, the principal of the Senior Notes of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Senior Notes at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Senior Notes at the time Outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Senior Notes at the time Outstanding, on behalf of the Holders of
all Senior Notes, to waive compliance by the Company with certain provisions of

<PAGE>

the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Senior Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Senior Note and of any Senior Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Senior Note.

         No reference herein to the Indenture and no provision of this Senior
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Senior Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Senior Note is registrable in the Securities
Register, upon surrender of this Senior Note for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Senior Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Securities
Registrar duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Senior Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         The Senior Notes of this series are issuable only in registered form
without coupons in denominations of $50 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes of this series are exchangeable for a like aggregate principal
amount of Senior Notes of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Senior Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Senior Note is registered as the owner
hereof for all purposes, whether or not this Senior Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         All terms used in this Senior Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

<PAGE>

         The Company agrees, and by acceptance of a Corporate Unit, each holder
of a Corporate Unit will be deemed to have agreed (1) for United States federal,
state and local income and franchise tax purposes to treat the acquisition of a
Corporate Unit as the acquisition of the Senior Note and the Purchase Contract
constituting the Corporate Unit and (2) to treat the Senior Note as indebtedness
for United States federal, state and local income and franchise tax purposes. A
Holder of Senior Notes may obtain the comparable yield and projected payment
schedule for the Senior Notes, determined by the Company pursuant to Treas. Reg.
Sec. 1.1275-4, by submitting a written request for it to the Company at the
following address: Baxter International Inc., One Baxter Parkway, Deerfield,
Illinois 60015; Attention: Treasurer.

                                       R-1

<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:

_____________________________________________________________________________

_____________________________________________________________________________

(Insert assignee's social security or tax identification number)

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

agent to transfer this Senior Note on the books of the Company. The agent may
substitute another to act for him or her.

Date: _____________

                                            Signature:

                                            _______________________



                                            Signature Guarantee: _______________

(Sign exactly as your name appears on the other side of this Senior Note)

<PAGE>

                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

By: _____________________
    Name
    Title:





                                                ________________________________
                                                as Trustee

                                                By: ____________________________
                                                    Name
                                                    Title:


Attest:


By: ____________________________
    Name
    Title:

<PAGE>

                SCHEDULE OF INCREASES OR DECREASES IN SENIOR NOTE

The following increases or decreases in a part of this Senior Note have been
made:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                         Amount of          Amount of       Principal amount
                        decrease in        increase in       of this Senior
                      principal amount   principal amount    Note following       Signature of
                       of this Senior     of this Senior    such decrease (or      authorized
        Date                Note               Note             increase)      officer of Trustee
- --------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                <C>                <C>
- --------------------------------------------------------------------------------------------------

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</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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