Exhibit 3.3



                             FISCAL AGENCY AGREEMENT

                                   dated as of
                                   May 4, 1995
                                      among

                            THERMO REMEDIATION INC.,

                           THERMO ELECTRON CORPORATION

                                       and

                                 CHEMICAL BANK,
                                 as Fiscal Agent

<PAGE>



      FISCAL AGENCY AGREEMENT, dated as of May 4, 1995, among THERMO REMEDIATION
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "Company"), THERMO ELECTRON CORPORATION, a corporation
duly organized and validly existing under the laws of the State of Delaware (the
"Guarantor"), and CHEMICAL BANK, a banking corporation duly organized and
validly existing under the laws of the State of New York (the "Fiscal Agent").

      1. The Securities. The Company has by a Subscription Agreement, dated
April 26, 1995 (the "Subscription Agreement"), among the Company, the Guarantor
and the several managers named therein (the "Managers"), agreed to issue U.S.
$37,950,000 aggregate principal amount of its 4-7/8% Convertible Subordinated
Debentures Due 2000 (hereinafter referred to as the "Securities"). The amount of
Securities that may be issued hereunder may be increased by agreement between
the Company, the Guarantor and the Fiscal Agent, and such additional securities
shall be "Securities" hereunder. The due and punctual payment of principal,
premium, if any, and interest (and Additional Amounts payable pursuant to
Section 2 of the Securities) on the Securities when and as the same shall become
due and payable, whether at maturity, upon redemption or otherwise, are
unconditionally guaranteed on a subordinated basis by the Guarantor Interest on
the Securities shall be calculated on the basis of a 360-day year comprised of
twelve 30-day months. Except as set forth in the next sentence, the Securities
will initially be issued in temporary form, and may subsequently be exchanged
for Securities in printed definitive form either as bearer Securities ("Bearer
Securities"), in denominations of U.S. $1,000 and U.S. $10,000, with interest
coupons attached, representing the semiannual interest payable thereon, or as
fully registered Securities ("Registered Securities", which term shall include,
where the context so requires, the Restricted Securities as hereinafter
defined), in denominations of U.S. $1,000 and integral multiples thereof,
without coupons. In addition, the Managers (or their affiliates) may sell the
Securities to qualified institutional buyers pursuant to Rule 144A under the
United States Securities Act of 1933 (the "Securities Act of 1933") or may sell
the Securities pursuant to another applicable exemption under the Securities Act
of 1933 in accordance with the terms of this Agreement and the Subscription
Agreement (the "Restricted Securities", which may be in typewritten form and
later exchanged for a printed Security of an equivalent amount, and which, for
all purposes hereunder shall be a Definitive Security in the form of a
Registered Security). The Securities in definitive form will have endorsed
thereon the guarantees of the Guarantor (the "Guarantees") and shall contain
provisions granting the holders thereof the right to exchange the Securities,
under certain conditions, into shares of common stock of the Guarantor (the
"Exchange Options"), all substantially in the form of Exhibit A hereto (the
"Definitive Securities"). The Securities will be convertible as provided in
Section 4 of the Definitive Securities and Section 7 hereof. The Securities may
be redeemed by the Company as provided in Section 3 of the Definitive Securities
and Section 6 hereof. The temporary global debenture in respect of the
Securities will be issued in bearer form without coupons or conversion rights in
the aggregate principal amount of the entire issue of Securities (less the
aggregate principal amount of the Restricted Securities concurrently issued),
substantially in the form of Exhibit B hereto, having endorsed thereon a
Guarantee (the "Global Security"). The Definitive Securities and the Global
Security shall contain such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistent herewith, be determined by the
officer of the Company executing such Securities, as evidenced by his execution
of such Securities.

      2. Appointment of Agents and Security Registrar.

           (a) The Company and the Guarantor hereby appoint Chemical Bank, at
present having its principal corporate trust office at 450 W. 33rd Street, New
York, New York 10001 and having its main office in London at Chemical Bank
House, 125 London Wall, London EC2Y 5AJ, England, as their fiscal agent in
respect of the Securities and the Guarantees upon the terms and subject to the
conditions herein set forth. (Chemical Bank and its successor or successors as
such fiscal agent qualified and appointed in accordance with Section 12 hereof
are herein called the "Fiscal Agent.") The Fiscal Agent shall have the powers
and authority granted to and conferred upon it herein and in the Securities, and
such further powers and authority, acceptable to it, to act on behalf of the
Company and the Guarantor as the Company and the Guarantor may hereafter
respectively grant to or confer upon it.

           (b) In addition, the Company and the Guarantor hereby appoint
Chemical Bank at present located at 450 W. 33rd Street, New York, New York 10001
and having its main office in London at Chemical Bank House, 125 London Wall,
London EC2Y 5AJ, England, as their paying agent in respect of the Securities and
the Guarantees upon the terms and subject to the conditions herein set forth.
(Chemical Bank and its successor or successors as such paying agent qualified
and appointed in accordance with Section 12 hereof are herein called the "Paying
Agent.") The Paying Agent shall have the powers and authority granted to and
conferred upon it herein and in the Securities, and such further powers and
authority, acceptable to it, to act on behalf of the Company and the Guarantor
as the Company and the Guarantor may hereafter respectively grant to or confer
upon it. As used herein, "paying agencies" shall mean paying agencies maintained
by the Company and the Guarantor as provided in Section 12(f) hereof.

           (c) The Company and the Guarantor hereby appoint Chemical Bank, at
present located at 450 W. 33rd Street, New York, New York 10001 and having its
main office in London at Chemical Bank House, 125 London Wall, London EC2Y 5AJ,
England, as its conversion agent in respect of the Securities and the Exchange
Options upon the terms and subject to the conditions herein set forth. (Chemical
Bank and its successor or successors as such conversion agent qualified and
appointed in accordance with Section 12 hereof are herein called the "Conversion
Agent", and the Paying Agent, the Conversion Agent, the Transfer Agents (as
herein defined) and the Fiscal Agent are sometimes herein referred to severally
as an "Agent" and, collectively, as the "Agents"). The Conversion Agent shall
have the powers and authority granted to and conferred upon it herein and in the
Securities, and such further powers and authority, acceptable to it, to act on
behalf of the Company and the Guarantor as the Company and the Guarantor may
hereafter respectively grant to or confer upon it. As used herein, "conversion
agencies" shall mean conversion agencies maintained by the Company and the
Guarantor as provided in Section 12(f) hereof.

           (d) The Company shall cause to be kept at the principal corporate
trust office of the Fiscal Agent a register (the registers maintained in such
office and in any other office or agency designated for such purpose (which
office shall be located outside of the United Kingdom) being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as the Company may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers of Registered
Securities. The Fiscal Agent is hereby appointed "Security Registrar" for the
purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

      3.   Registration and Transfer.

           (a) Upon surrender for registration of transfer of any Registered
Security at any office or agency designated for such purpose by the Company
pursuant to Section 12(g) hereof, the Company shall execute, and the Fiscal
Agent shall authenticate and register and make available for delivery, in the
name of the designated transferee or transferees, one or more new Registered
Securities of any authorized denominations and of a like aggregate principal
amount, having endorsed thereon a Guarantee and an Exchange Option (if
applicable) duly executed by the Guarantor; provided however, prior to the date
which is three years after the date of original issuance of such Registered
Security, the Fiscal Agent shall not register the transfer of any Registered
Security unless:

           (i) The Fiscal Agent shall have been advised in writing by the
Company that the provisions of Rule 144A under the Securities Act of 1933 are
available for resales of such Security, and the registered holder presenting
such Registered Security for transfer, or its agent, shall have advised the
Fiscal Agent in writing that the person in whose name the Registered Security is
to be registered upon transfer (or, in the case of a transfer to a nominee, each
beneficial owner of such Registered Security) is a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of 1933) and that such
transfer is in compliance with the exemption from registration under the
Securities Act of 1933 provided by said rule; or

           (ii) The registered holder presenting such Registered Security for
transfer, or its agent, shall have advised the Fiscal Agent in writing that such
Security is being transferred in an Offshore Transaction (as defined in
Regulation S under the Securities Act of 1933 ) in compliance with the exemption
from registration under the Securities Act of 1933 provided by Regulation S and
the address of the person in whose name such Security is to be registered in the
Security Register upon transfer is an address outside the United States (as
defined in Regulation S); or

             (iii) The registered holder presenting such Registered Security for
transfer, or its agent, together with a broker or dealer registered under
Section 15 of the United States Securities Exchange Act of 1934 shall each have
advised the Fiscal Agent in writing that (x) each person who will become a
beneficial owner of the Registered Security upon transfer is a sophisticated
institutional investor which is an "accredited investor" as such term is defined
in Regulation D under the Securities Act, (y) no general solicitation or
advertising was made or used in connection with the offer and sale of such
Registered Security to such person(s) and (z) such institutional investor has
been informed that the Securities have not been registered under the Securities
Act of 1933 and are subject to the restrictions on transfer set forth in the
Securities and this Agreement; or

           (iv) The Fiscal Agent has received transfer documentation indicating,
and a written opinion of U.S. counsel acceptable in form and substance to the
Company confirming, that the transfer is being made pursuant to an exemption
from, or a transaction not otherwise subject to, the registration requirements
of the Securities Act of 1933.

      For purposes of this Paragraph 3(a), any such advice to the Fiscal Agent
in writing may be in the form of a letter, notice or other written document or,
with respect to clauses (i), (ii) and (iii) above, by appropriate notation on
the transfer notice set forth on such Security.

           (b) At the option of the holder of a Bearer Security, Bearer
Securities may be exchanged for Bearer Securities of other authorized
denominations and of a like aggregate principal amount or for Registered
Securities, of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Bearer Securities to be exchanged at any office or
agency designated for such purpose by the Company pursuant to Section 12(g),
with all unmatured coupons and all matured coupons in default thereto
appertaining. If such holder 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 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 Guarantor if there be
furnished to them such security or indemnity as they may require to save each of
them, the Fiscal Agent and any paying agency harmless. If thereafter the holder
of such Security shall surrender to any paying agency any such missing coupon in
respect of which such a payment shall have been made, such holder shall be
entitled to receive the amounts of such payment.

           At the option of the holder of a Registered Security, Registered
Securities may be exchanged for Registered Securities of any other authorized
denominations and of a like aggregate principal amount, upon surrender of the
Registered Securities to be exchanged at any office or agency designated for
such purpose by the Company pursuant to Section 12(g). Registered Securities
shall not be exchangeable into Bearer Securities. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Fiscal Agent shall
authenticate and deliver, the Registered Securities which the holder making the
exchange is entitled to receive, having endorsed thereon a Guarantee and an
Exchange Option (if applicable) duly executed by the Guarantor.

           (c) All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, and the
Guarantees and Exchange Options (if applicable) endorsed thereon shall be the
valid obligations of the Guarantor, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Securities
surrendered upon such registration of transfer or exchange.

           (d) Every Registered Security presented for registration of transfer
or surrendered for exchange shall be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company, the Fiscal
Agent and the Transfer Agent to which such Security is presented or surrendered
and the Security Registrar, duly executed by the holder thereof or his attorney
duly authorized in writing. In the case of Registered Securities presented for
transfer, all such instruments shall comply with the provisions of Paragraph (a)
above. The registration of the transfer of a Registered Security by the Security
Registrar shall be deemed to be the written acknowledgment of such transfer on
behalf of the Company.

           (e) No service charge shall be made for any exchange or registration
of transfer, 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
exchange or registration of transfer of Securities, other than exchanges
pursuant to Section 4 hereof or not involving any registration of transfer.

           (f) Neither the Company nor the Fiscal Agent nor any of the offices
or agencies designated for the purposes specified in Section 12(f) nor any
Transfer Agent shall be required (i) to exchange Bearer Securities for
Registered Securities during the period between the close of business on the
Record Date (as defined in Section 5 hereof) and the opening of business on the
next succeeding interest payment date, (ii) to exchange any Bearer Security (or
portion thereof) for a Registered Security if the Company shall determine that,
as a result thereof, it may incur adverse consequences under the Federal income
tax laws and regulations (including proposed regulations) of the United States
in effect or proposed at the time of such exchange, or (iii) in the event of a
redemption in part, (A) to register the transfer of Registered Securities or to
exchange any Bearer Securities for Registered Securities during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending at the close of business on the day of the first
publication of the relevant notice of redemption, or (B) to register the
transfer of or exchange any Registered Security so selected for redemption in
whole or in part, except portions not being redeemed of Securities being
redeemed in part, or (C) to exchange any Bearer Security so selected for
redemption except that on the date fixed for redemption a Bearer Security may be
exchanged, on the terms and conditions set forth above, for a Registered
Security that is simultaneously surrendered, with written instruction for
payment on the date fixed for redemption, unless the redemption date is between
the close of business on any Record Date and the close of business on the next
succeeding interest payment date, in which case such exchange may only be made
prior to the Record Date immediately preceding the redemption date.

      4.   Global Security; Exchange.

           (a) The Securities (other than the Restricted Securities) shall
initially be in the form of a temporary global security (the "Global Security")
in bearer form without interest coupons in the aggregate principal amount of
U.S. $37,950,000 (less the amount of any Restricted Securities simultaneously
issued) substantially in the form set forth in Exhibit B hereto. The Global
Security and the Restricted Securities shall be authenticated by the Fiscal
Agent upon the order of the Company on the same conditions, in substantially the
same manner and with the same effect as the Definitive Securities. The Global
Security and the Restricted Securities will be issued upon payment to the
Company or its order in United States dollars in same-day funds by check or wire
transfer to a United States dollar account designated by the Company at the
office of The First National Bank of Boston, Boston, Massachusetts, at 3:00
p.m., London time, on May 4, 1995, at such other time on the same or such other
date, not later than 5:00 p.m., London time, on the fifth business day in London
thereafter, as the Managers and the Company may agree. Such payment will be made
(1) upon authorization from the Managers, which authorization will be given if
the conditions to the Managers' obligations set forth in the Subscription
Agreement are either satisfied or waived, (2) against delivery of the amount, if
any, of Restricted Securities, as the Managers may request and as they shall
direct, and (3) against delivery of the Global Security for the balance of the
Securities to The Chase Manhattan Bank, N.A., London office, as depositary (the
"Common Depositary") for Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System (the "Euroclear Operator"), and
Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL S.A."). The Global
Security shall be held on deposit with the Common Depositary for the accounts of
the Euroclear Operator and CEDEL S.A., for credit to the Managers' respective
Securities Clearance Accounts (or to such other accounts as the Managers may
have specified) with the Euroclear Operator or CEDEL S.A. "Exchange Date" means
the date following the expiration of the 40-day period commencing on May 4,
1995.

           (b) Contemporaneously herewith, the Company shall execute and deliver
to the Fiscal Agent at its principal office in New York Definitive Securities
(which may be in typewritten form) in respect of the Restricted Securities
bearing the Guarantees of the Guarantor endorsed thereon and containing the
Exchange Options therein as set forth above. Without unnecessary delay but in
any event not less than 15 days prior to the Exchange Date, the Company will
execute and deliver to the Fiscal Agent at its principal office in London
Definitive Securities bearing the Guarantees of the Guarantor endorsed thereon
and containing the Exchange Options therein in the aggregate principal amount
outstanding in the Global Debenture. At such time, the Fiscal Agent shall
deliver to each holder of Restricted Securities printed Definitive Securities in
exchange for an equal aggregate principal amount of non-printed Restricted
Securities. On or after the Exchange Date, the Global Security may be
surrendered to the Fiscal Agent to be exchanged, as a whole, for Definitive
Bearer Securities without charge, and the Fiscal Agent shall authenticate and
deliver, in exchange for such Global Security, an equal aggregate principal
amount of Definitive Bearer Securities, but only upon presentation to the Fiscal
Agent at its office in London of a certificate of the Euroclear Operator or
CEDEL S.A. with respect to the Global Security, substantially in the form of
Exhibit C hereto, to the effect that it has received a certificate or
certificates in substantially the form set forth in Exhibit D hereto dated no
earlier than 15 days prior to the Exchange Date and signed by the persons
appearing in its records as the owners of the Global Security. Similarly, after
the Exchange Date, the Global Security may be exchanged for an equal aggregate
principal amount of Definitive Registered Securities upon presentation to the
Fiscal Agent at its office in London of a certificate substantially in the form
of Exhibit E hereto.

           (c) Only Bearer Securities may be issued upon receipt by the
Euroclear Operator or CEDEL S.A. of a certificate or certificates in the form of
Exhibit D hereto. Bearer Securities will be delivered only outside the United
States, its territories and possessions, and only upon receipt of such
certificate or certificates. Only Registered Securities may be issued upon
receipt by the Euroclear Operator or CEDEL S.A. of a certificate or certificates
in the form of Exhibit E hereto.

           (d) The delivery to the Fiscal Agent by the Euroclear Operator or
CEDEL S.A. of any certificate referred to above may be relied upon by the
Company and the Fiscal Agent as conclusive evidence that a corresponding
certificate or certificates has or have been delivered to the Euroclear Operator
or CEDEL S.A.
pursuant to the terms of this Agreement.

           (e) Upon any such exchange of a portion of the Global Security for a
Definitive Security or Securities, the Global Security shall be endorsed by the
Fiscal Agent to reflect the reduction of its principal amount by an amount equal
to the aggregate principal amount of such Definitive Security or Securities.
Until so exchanged in full, the Global Security shall in all respects be
entitled to the same benefits under this Agreement as Definitive Securities
authenticated and delivered hereunder.

      5.   Payment.

           (a) The Company will pay or cause to be paid to the Paying Agent the
amounts, at the times and for the purposes, set forth herein and in the text of
the Securities, and the Company hereby authorizes and directs the Paying Agent
to make payment of the principal, premium, if any, and interest (and Additional
Amounts as defined in Section 2 of the Definitive Securities) on the Securities
from such payments.

           (b) At least 15 days prior to the date on which any payment of
Additional Amounts shall be required to be made pursuant to Section 2 of the
Definitive Securities, the Company will furnish the Paying Agent, each other
paying agency of the Company and the Fiscal Agent with a certificate of one of
its duly authorized officers instructing the Paying Agent and each other paying
agency of the Company as to the amounts required (i) to be deducted or withheld
for or on account of any taxes described in Section 2 of the Definitive
Securities from a payment to be made on that date and (ii) to be paid to each
holder of Securities or coupons as Additional Amounts pursuant to that
paragraph. If the foregoing amounts are not uniform for all holders, then the
Company's certificate shall specify by country of residence or other factor the
amounts required to be deducted or withheld and to be paid as Additional Amounts
for each holder or class of holders of the Securities or coupons. In the absence
of its receipt of any such certificate from the Company, the Paying Agent may
make payment without deduction or withholding. The Company and the Guarantor
hereby agree to indemnify the Paying Agent, each other paying agency of the
Company and the Fiscal 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 certificate furnished pursuant to this Section.

           (c) Interest on any Registered Security that is payable, and is
punctually paid or duly provided for, on any interest payment date shall be paid
to the person in whose name that Security is registered at the close of business
on the April 15 or October 15 immediately preceding such interest payment date
(each, a "Record Date") even if such Registered Security is canceled, upon
redemption, conversion or otherwise, after such Record Date. In case a Bearer
Security is surrendered for exchange for a Registered Security after the close
of business on any Record Date and before the opening of business on the next
succeeding interest payment date, the Fiscal Agent shall not be required to
perform such transfer or exchange of such Security.

           (d) Interest on any Registered Security that is payable upon
conversion in accordance with Section 7(a) hereof shall be paid to the person in
whose name that Security is registered immediately prior to the conversion,
provided that if a Registered Security is converted after the close of business
on a Record Date and before the opening of business on the next succeeding
interest payment date, accrued interest shall be paid on the next succeeding
interest payment date to the person in whose name that Security is registered at
the close of business on that Record Date.

           (e) Any interest on any Registered Security that is payable, but is
not punctually paid or duly provided for, on any interest payment date shall
forthwith cease to be payable to the registered 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 to the registered holder of such Registered
Security on a subsequent record date established by the Company in any lawful
manner if, after notice given by the Company to the Fiscal Agent of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Fiscal Agent.

           (f) Subject to the foregoing provisions of this Section 5, each
Security delivered under this Agreement upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

           (g) In order to provide for the payment of the principal, premium, if
any, and interest on the Securities as the same shall become due and payable,
the Company shall pay to the Paying Agent at its office in London, in such coin
or currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts therein, and in same day
funds, the following amounts (and the Company shall give notice to the Fiscal
Agent at least one full business day prior to the date payment is due to the
Paying Agent as to the means of such payment), to be held and applied by the
Paying Agent as hereinafter set forth:

           (i) The Company shall pay to the Paying Agent on the business day
      immediately prior to each interest payment date an amount sufficient to
      pay the interest due (and Additional Amounts, if any,) on all the
      Securities outstanding on such interest payment date, and the Paying Agent
      shall apply the amounts so paid to it to the payment of such interest (and
      Additional Amounts, if any) on such interest payment date.

           (ii) Upon presentment for conversion of any Securities pursuant to
      Section 7(a) hereof (except as described in the proviso to Section 5(d)),
      the Paying Agent shall immediately that day notify the Company of the
      amount of any accrued interest due and owing thereon. Within four business
      days of such notification the Company shall pay to the Paying Agent an
      amount sufficient to pay the accrued interest due on such Securities (and
      Additional Amounts, if any, thereon), and the Paying Agent shall apply the
      amounts so paid to it to the payment of such accrued interest (and
      Additional Amounts, if any, thereon) in accordance with the terms of the
      Securities.

           (iii)If the Company shall elect, or shall be required, to redeem all
      or any part of the Securities in accordance with Section 6 hereof, the
      Company will pay to the Paying Agent on the business day immediately prior
      to the date fixed for redemption thereof an amount sufficient (with any
      amount then held by the Paying Agent and available for the purpose) to pay
      the redemption price of the Securities called for redemption or entitled
      to be redeemed, together with accrued interest thereon (and Additional
      Amounts, if any, thereon) to the date fixed for redemption and not paid
      pursuant to clause (g)(i) of this Section 5, and the Paying Agent shall
      apply such amount to the payment of the redemption price and accrued
      interest thereon (and Additional Amounts, if any, thereon) in accordance
      with the terms of the Securities.

           (iv) On the business day immediately prior to the maturity date of
      the Securities, the Company shall pay to the Paying Agent an amount which,
      together with any amounts then held by the Paying Agent, and available for
      payment thereof, shall be equal to the entire amount of principal and
      interest (and Additional Amounts, if any) to be due on such maturity date
      on all the Securities then outstanding, and the Paying Agent shall apply
      such amount to the payment of the principal of and interest on (and
      Additional Amounts, if any, on) the Securities in accordance with the
      terms of the Securities.

      6.   Redemption.

           (a) If, under the circumstances described in Section 3 of the
Definitive Securities, the Company shall elect to redeem outstanding Securities,
the following provisions shall be applicable:

           (i) The Company shall, at least 35 days in the case of a redemption
      in whole or 75 days in the case of a redemption in part (or such shorter
      period as shall be reasonably acceptable to the Fiscal Agent) before the
      date designated for such redemption, give notice to the Agents of its
      election to redeem the Securities on the redemption date specified in such
      notice and state in such notice that the conditions precedent to such
      redemption have occurred and describe them, and in case of redemptions
      pursuant to Section 3(b) of the Definitive Securities shall provide to the
      Fiscal Agent an opinion of counsel (who can be an employee of the Company
      or the Guarantor) satisfactory to the Fiscal Agent stating that the legal
      conditions precedent to the right of the Company to effect such redemption
      have occurred, and shall request the Fiscal Agent to arrange for
      publication and mailing of the notice specified in clause (a)(ii) below.

           (ii) In case the Company shall give notice to the Agents of its
      election to redeem the Securities, the Fiscal Agent shall cause to be
      published on behalf of the Company a notice of redemption in accordance
      with the provisions of Section 3 of the Definitive Securities and shall
      mail by first-class mail a copy of notice to each holder of a Registered
      Security at the address of such holder as it shall appear in the Security
      Register. The Fiscal Agent shall send a copy of such notice of redemption
      to the Company, the Guarantor, the Paying Agent (if different from the
      Fiscal Agent) and each other paying agency of the Company.

           (iii)Such notice shall be published on behalf and at the expense of
      the Company in an Authorized Newspaper (as defined in Section 19 hereof)
      in New York City, London and, so long as the Securities are listed on the
      Luxembourg Stock Exchange, in Luxembourg, as set forth in Section 19 of
      this Agreement and Section 3 of the Definitive Securities. In the case of
      a redemption in whole, notice will be given once not more than 60 nor less
      than 30 days prior to the date fixed for redemption. In the case of a
      partial redemption, notice will be given twice, the first such notice to
      be given not more than 75 nor less than 60 days prior to the date fixed
      for redemption and the second such notice to be given not more than 60 and
      not less than 30 days prior to the date fixed for redemption.

           (b) Under the circumstances described in Section 3(d) of the
Definitive Securities concerning the redemption of outstanding Securities at the
option of the holders thereof, the following provisions shall be applicable:

           (i) The Company shall give notice to the Agents of the occurrence of
      a Redemption Event immediately upon the occurrence of such Redemption
      Event. Such notice shall state:

                (A) The nature of the Redemption Event; (B) The Holder
                Redemption Date (as that term is
                     defined in Section 3(d) of the Definitive
                     Securities) in respect of such Redemption
                     Event; and
                (C)  The redemption price as set forth in Section 3(d) of the
                     Definitive Securities.

           (ii) The Fiscal Agent shall cause to be published on behalf of the
      Company a notice of entitlement to redeem in accordance with the
      provisions of Section 3 of the Definitive Securities and shall mail by
      first-class mail a copy of such notice to each holder of a Registered
      Security at the address of such holder as it shall appear in the Security
      Register. The Fiscal Agent shall send a copy of such notice of entitlement
      to redeem to the Company, the Guarantor, the Paying Agent (if different
      from the Fiscal Agent) and each other paying agency of the Company.

           (iii)Such notice shall be published on behalf and at the expense of
      the Company in an Authorized Newspaper (as defined in Section 19 hereof)
      in New York City, London and so long as the Securities are listed on the
      Luxembourg Stock Exchange, in Luxembourg, as set forth in Section 19 of
      this Agreement and Section 3 of the Definitive Securities. Notice shall be
      given not later than 10 days after the later of the Exchange Date or the
      date of the occurrence of the Redemption Event.

           (iv) Upon the deposit of any of the Definitive Securities with the
      agency designated by the Company as the place for payment of the
      Definitive Securities together with a duly signed and completed redemption
      notice, all in accordance with the provisions of Section 3 of the
      Definitive Securities, the holder of such Definitive Security shall be
      entitled to receive a non-transferable receipt evidencing such deposit.

           (v) The Fiscal Agent shall notify the Company on each of the five
      business days prior to the Holder Redemption Date for Securities to be
      redeemed under this Section 6(b) of the amount required to redeem such
      Securities.

      7.   Conversion of Securities; Exchange Option.

           (a)  Conversion.

           (i) Subject to and upon compliance with the provisions of this
      Section 7(a), at the option of the holder thereof, (a) any Definitive
      Security (other than a Restricted Security) or, in the case of any
      Registered Security or Bearer Security of a denomination other than
      $1,000, any portion of the principal amount thereof which is $1,000 or an
      integral multiple of $1,000, may be converted on or after the date which
      is the later of July 15, 1995 and the Exchange Date and prior to
      redemption or maturity, and (ii) any Restricted Security, or any portion
      of the principal amount thereof which is $1,000 or an integral multiple of
      $1,000, may be converted on or after the date which is the latest of July
      15, 1995, the Exchange Date or the date of the effectiveness of the
      Registration Statement relating to the Common Stock issuable upon
      conversion of the Restricted Securities (the "Registration Date") and
      prior to redemption or maturity, in each case at the principal amount
      thereof, or of such portion thereof, into fully paid and nonassessable
      shares of Common Stock of the Company (the "Common Stock") as set forth in
      the Definitive Securities. The right to convert Securities called for
      redemption will terminate at the close of business on the fifteenth day
      next preceding the date fixed for redemption (or if such date is not a
      business day, on the next succeeding business day) and will be lost if not
      exercised prior to that time. The price at which shares of Common Stock
      shall be delivered upon conversion (herein called the "Conversion Price")
      shall be initially $17.92 per share of Common Stock. The Conversion Price
      shall be adjusted in certain instances as provided in paragraphs (c)(i),
      (ii), (iii), (iv), (vi) and (vii) of Section 4 of the Definitive
      Securities.

           (ii) In order to exercise the conversion privilege, the holder of any
      Security to be converted shall surrender such Security, together with all
      unmatured coupons if any, and any matured coupons in default appertaining
      thereto, if any, at the office of the Conversion Agent or any office or
      agency of the Company maintained for that purpose pursuant to Section
      12(f), accompanied by written notice, in substantially the form set forth
      in the Definitive Security, to the Company, at such office or agency that
      the holder elects to convert such Security or, if less than the entire
      principal amount of a Registered Security or Bearer Security of a
      denomination other than $1,000 is to be converted, the portion thereof to
      be converted. Upon presentment for conversion of any Securities pursuant
      to this Section, the Conversion Agent shall immediately that day notify
      the Company of such presentment. No payment or adjustment shall be made
      upon any conversion on account of any dividends on the Common Stock issued
      upon conversion. Accrued interest from the immediately preceding interest
      payment date until the conversion date (and Additional Amounts, if any,
      thereon) will be paid to the holder, through the Paying Agent, in the same
      manner as payments of interest, within five business days (as defined in
      the Securities) after the conversion date, provided that if a Registered
      Security is converted after the close of business on a Record Date and
      before the opening of business on the next succeeding interest payment
      date, accrued interest shall be paid on the next succeeding interest
      payment date to the person in whose name that security is registered at
      the close of business on that Record Date.

           (iii)Securities shall be deemed to have been converted immediately
      prior to the close of business on the day of surrender of such Securities
      for conversion in accordance with the foregoing provisions, and at such
      time the rights of the holders of such Securities as holders shall cease,
      and the person or persons entitled to receive the Common Stock issuable
      upon conversion shall be treated for all purposes as the record holder or
      holders of such Common Stock at such time. As promptly as practicable on
      or after the conversion date, the Company shall cause to be issued or
      delivered at such office or agency a certificate or certificates for the
      number of full shares of Common Stock issuable or deliverable upon
      conversion, together with payment, in lieu of any fraction of a share, as
      provided below. The Paying Agent shall, within five business days after
      the conversion date, make a payment for the accrued interest thereon (and
      Additional Amounts, if any, thereon), except as otherwise provided in the
      proviso to the last sentence of Section 7(a)(ii).

           (iv) In the case of any Registered Security or Bearer Security of a
      denomination other than $1,000 that is converted in part only, upon such
      conversion the Company shall execute and the Fiscal Agent shall
      authenticate and deliver to the holder thereof, at the expense of the
      Company, a new Security or Securities of any authorized kind or
      denomination as requested by such holder, in aggregate principal amount
      equal to the unconverted portion of the principal amount of such Security,
      having endorsed thereon a Guarantee and an Exchange Option duly executed
      by the Guarantor.

           (v) No fractional shares of Common Stock shall be issued or delivered
      upon conversion of Securities. If more than one Security shall be
      surrendered for conversion at one time by the same holder, the number of
      full shares which shall be issuable or deliverable upon conversion thereof
      shall be computed on the basis of the aggregate principal amount of the
      Securities (or, in the case of Registered Securities or Bearer Securities
      of a denomination other than $1,000, specified portions thereof) so
      surrendered. Instead of any fractional share of Common Stock which would
      otherwise be issuable or deliverable upon conversion of any Security or
      Securities (or, in the case of Registered Securities or Bearer Securities
      of a denomination other than $1,000, specified portions thereof), the
      Company shall pay a cash adjustment in respect of such fraction in an
      amount equal to the same fraction of the Closing Price per share (as
      defined in the Definitive Securities) of Common Stock at the close of
      business on the day preceding the day of conversion.

           (vi) Whenever the Conversion Price is adjusted as provided in the
      Definitive Securities:

                (A) the Company shall compute the adjusted Conversion Price in
        accordance with the terms of the Definitive Securities and shall prepare
        a certificate signed by the President, any Vice President or the
        Treasurer of the Company setting forth the adjusted Conversion Price and
        showing in reasonable detail the facts upon which such adjustment is
        based, and such certificate shall forthwith be filed with the Conversion
        Agent and at each office or agency maintained for the purpose of
        conversion of Securities pursuant to Section 12(f); and

                (B) a notice stating that the Conversion Price has been adjusted
        and setting forth the adjusted Conversion Price shall forthwith be
        required, and, as soon as practicable after it is required, the Company
        shall promptly cause a notice setting forth the adjusted Conversion
        Price to be given to the holders of the Securities as provided in
        Section 19.

           (vii)In case:

                (A) the Company shall declare a dividend (or any other
        distribution) on its Common Stock payable otherwise than in cash out of
        its retained earnings (excluding dividends payable in stock for which
        adjustment is made pursuant to the terms of the Definitive Securities);
        or

                (B) the Company shall authorize the granting to the holders of
        its Common Stock of rights or warrants to subscribe for or purchase any
        shares of capital stock of any class or of any other rights; or

                (C) of any reclassification of the Common Stock of the Company
        (other than a subdivision or combination of its outstanding shares of
        Common Stock), or of any consolidation or merger to which the Company is
        a party and for which approval of any stockholders of the Company is
        required, or of the sale or transfer of all or substantially all of the
        assets of the Company; or

                (D) of the involuntary dissolution, liquidation or winding up of
        the Company; or

                (E) the Company proposes to take any other action which would
        require an adjustment of the Conversion Price pursuant to the Definitive
        Securities;

      then the Company shall cause to be filed with the Conversion Agent and at
      each office or agency maintained for the purpose of conversion of
      Securities a notice setting forth the adjusted Conversion Price and shall
      cause notice to be given as provided in Section 19 except that notice need
      be given once at least 20 days (or 10 days in any case specified in clause
      (A) or (B) above) prior to the applicable record date hereinafter
      specified, stating (x) the date on which a record is to be taken for the
      purpose of such dividend, distribution, rights or warrants or, if a record
      is not to be taken, the date as of which the holders of Common Stock of
      record to be entitled to such dividend, distribution, rights or warrants
      is to be determined, or (y) the date on which a reclassification,
      consolidation, merger, sale, transfer, dissolution, liquidation or winding
      up is expected to become effective, and the date as of which it is
      expected that holders of Common Stock of record shall be entitled to
      exchange their shares of Common Stock for the securities, cash or other
      property deliverable upon such reclassification, consolidation, merger,
      sale, transfer, dissolution, liquidation or winding up. The failure to
      give notice required by this Section or any defect therein shall not
      affect the legality or validity of any dividend, distribution, rights,
      warrants, reclassification, consolidation, merger, sale, transfer,
      dissolution, liquidation or winding up, or the vote on any such action.

           (viii) The Company shall, from and after the date on which the
      Securities are convertible into Common Stock, have reserved and available,
      free from preemptive rights, out of its authorized but unissued Common
      Stock, for the purpose of effecting the conversion of Securities, the full
      number of shares of Common Stock then issuable upon the conversion of all
      Securities.

           (ix) The Company shall in good faith file, promptly following the
      issuance hereof, a registration statement with the U. S. Securities and
      Exchange Commission covering the resale of shares of Common Stock issuable
      upon conversion of the Restricted Securities. The Company shall in good
      faith use its best efforts to cause such registration statement to be
      declared effective as promptly as practicable thereafter and shall in good
      faith use its best efforts (i) to cause all registrations with, and to
      obtain any approvals by, any governmental authority under any Federal or
      state law of the United States that may be required before the shares of
      Common Stock may be lawfully issued or transferred, (ii) to maintain the
      effectiveness of such registrations for such period of time until Rule
      144(k) under the U.S. Securities Act of 1933 is available for the resale
      of the shares of Common Stock issuable upon conversion of the Restricted
      Securities (iii) to list the shares of Common Stock required to be issued
      or delivered upon conversion of Securities prior to such issue or delivery
      on each national securities exchange on which the outstanding Common Stock
      is listed at the time of such delivery.

           (x) The Company covenants that all shares of Common Stock which may
      be issued or delivered upon conversion of Securities will upon issue be
      fully paid and nonassessable and, except as provided in Section 13, the
      Company will pay all stamp, excise or similar taxes or duties, liens and
      charges with respect to the issue thereof.

           (xi) All converted Securities shall be held by the Company, and may,
      at any time, be delivered to the Fiscal Agent for cancellation, which
      shall hold or dispose of the same. Converted Securities shall not be
      transferred. The Company will promptly give, or cause to be given, written
      notice to the Fiscal Agent of the serial numbers of all Securities which
      have been converted.

           (xii)In case of any consolidation with, or merger of the Company
      into, any other corporation, or in case of any merger of another
      corporation into the Company (other than a merger which does not result in
      any reclassification, conversion, exchange or cancellation of outstanding
      shares of Common Stock of the Company), or in case of any sale or transfer
      of all or substantially all of the assets of the Company, the corporation
      formed by such consolidation or resulting from such merger (which shall
      not include the sale or transfer of any portion of the assets of the
      Company to any corporation which, immediately following such transfer is
      at least 51%-owned by the Company, provided that such sale or transfer
      does not result in the reclassification, conversion, exchange or
      cancellation of outstanding shares of Common Stock of the Company), or
      which acquires such assets, as the case may be, shall execute and deliver
      to the Fiscal Agent an amendment to the Fiscal Agency Agreement providing
      that the holder of each Definitive Security shall have the right during
      the period such Security shall be convertible as specified in the
      Definitive Securities to convert such Security only into the kind and
      amount of securities, cash and other property receivable upon such
      consolidation, merger, sale or transfer by a holder of the number of
      shares of Common Stock of the Company into which such Security might have
      been converted immediately prior to such consolidation, merger, sale or
      transfer assuming, if such consolidation, merger, sale or transfer is
      prior to the period such Security shall be convertible, that the
      Securities were convertible at such time at the initial Conversion Price
      as adjusted pursuant to the terms of the Definitive Securities. Such
      amendment shall provide for adjustments which, for events subsequent to
      the effective date of such amendment, shall be as nearly equivalent as may
      be practicable to the adjustments provided for in the Definitive
      Securities. The above provisions of this Section shall similarly apply to
      successive consolidations, mergers, sales or transfers.

           (xiii) Subject to Section 11(j), neither the Fiscal Agent nor the
      Conversion Agent or agency appointed by the Company shall at any time be
      under any duty or responsibility to any holder of Securities to determine
      whether any facts exist which may require any adjustment of the Conversion
      Price, or with respect to the nature or extent of any such adjustment when
      made, or with respect to the method employed, or herein or in the
      Definitive Securities provided to be employed, in making the same. Neither
      the Fiscal Agent nor the Conversion Agent or agency appointed by the
      Company shall 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 any time be issued or delivered upon the conversion
      of any Security; and neither the Fiscal Agent nor the Conversion Agent or
      agency appointed by the Company makes any representation with respect
      thereto. Neither the Fiscal Agent nor the Conversion Agent or agency
      appointed by the Company shall be responsible for any failure of the
      Company to issue, transfer or deliver any shares of Common Stock or stock
      certificates or other securities or property or to make any cash payment
      upon the delivery of any Security for the purpose of conversion or to
      comply with any of the covenants contained in this Section 7(a).

           (xiv)Any Common Stock issued upon conversion of a Security
      ("Restricted Common Stock") at any time prior to the date which is three
      years after the Closing Date when a registration statement in respect of
      such Common Stock is not effective under the Securities Act shall be
      subject to the restrictions on transfer set forth in paragraph 3(a) hereof
      to the same extent as the Securities which were so converted. All shares
      of Restricted Common Stock shall bear the legend and transfer requirements
      set forth on the form of Registered Security set forth as Exhibit A
      hereto.

           (b)  Exchange Option.

           (i) Subject to and upon compliance with the provisions of this
      Section 7(b), at the option of the holder thereof, any Definitive Security
      or, in the case of any Registered Security or Bearer Security of a
      denomination other than $1,000, any portion of the principal amount
      thereof which is $1,000 or an integral multiple of $1,000 may be exchanged
      on or after the date which is the later of the Exchange Date or the date
      of the effectiveness of a registration statement relating to the Guarantor
      Common Stock (as hereinafter defined), at the principal amount thereof, or
      of such portion thereof, for fully paid and nonassessable shares of Common
      Stock of the Guarantor ("Guarantor Common Stock") as set forth in the
      Exchange Options endorsed upon the Definitive Securities (the "Exchange
      Options"). The Exchange Options may be exercised from and after the date
      set forth herein, by the holder of any outstanding Definitive Security in
      the event of a Change in Control (as defined in the Exchange Options
      endorsed upon the Definitive Securities) that has not been approved by the
      Continuing Directors (as defined in the Exchange Options endorsed upon the
      Definitive Securities). The price at which shares of Guarantor Common
      Stock shall be delivered upon such exchange shall be determined in
      accordance with the terms of the Exchange Options endorsed upon the
      Definitive Securities. Any reference herein to the Exchange Options shall
      be deemed to mean such Exchange Options as they may be amended by the
      Guarantor from time to time as provided in the Exchange Options. In all
      events, the Exchange Options are subject to termination as provided
      therein. The Guarantor shall cause to be filed with the Conversion Agent
      and at each office or agency maintained for the purpose of exchange of
      Securities a notice setting forth the terms and effective date of any such
      amendment or the date of such termination and shall cause notice to the
      effect of such amendment or termination, including the terms and the
      effective date thereof to be given as provided in Section 19 except that
      notice need only be given once not more than 20 days after the date of
      such amendment or termination by the Guarantor. The failure to give notice
      required by this Section or any defect therein shall not affect the
      legality or validity of any amendment or termination.

           (ii) In order to exercise an Exchange Option, the holder of any
      Security to be so exchanged shall surrender such Security, together with
      (if applicable) all unmatured coupons and any matured coupons in default
      appertaining thereto and the sum of $1.00 for each full share of Guarantor
      Common Stock to be issued upon such exchange in New York Clearing House
      Funds or such other funds acceptable to the Guarantor, at the office of
      the Conversion Agent or any office or agency of the Guarantor maintained
      for that purpose pursuant to Section 12(f), accompanied by written notice
      in substantially the form set forth in the Exchange Options endorsed upon
      the Definitive Securities to the Guarantor, at such office or agency that
      the holder elects to exchange such Security or, if less than the entire
      principal amount of a Registered Security or Bearer Security of a
      denomination other than $1,000 is to be exchanged, the portion thereof to
      be exchanged. Subject to, in the case of Registered Securities surrendered
      for exchange during the period from the close of business on any Record
      Date next preceding any interest payment date to the opening of business
      on such interest payment date, the right of the holder of record of a
      Registered Security at such record date to receive an installment of
      interest, no payment or adjustment shall be made upon any exchange on
      account of any interest accrued on the Securities surrendered for exchange
      or on account of any dividends on the Guarantor Common Stock issued upon
      exchange.

           (iii)Securities shall be deemed to have been exchanged immediately
      prior to the close of business on the day of surrender of such Securities
      for exchange in accordance with the foregoing provisions, and at such time
      the rights of the holders of such Securities as holders shall cease, and
      the person or persons entitled to receive the Guarantor Common Stock
      issuable upon such exchange shall be treated for all purposes as the
      record holder or holders of such Guarantor Common Stock at such time. As
      promptly as practicable on or after the exchange date, the Guarantor shall
      cause to be issued or delivered at such office or agency a certificate or
      certificates for the number of full shares of Guarantor Common Stock
      issuable or deliverable upon such exchange, together with payment, in lieu
      of any fraction of a share, as provided below.

           (iv) In the case of any Registered Security or Bearer Security of a
      denomination other than $1,000 which is exchanged in part only, upon such
      exchange, the Guarantor shall certify to the Company such partial
      exchange, and the Company shall execute and the Fiscal Agent shall
      authenticate and deliver to the holder thereof, at the expense of the
      Company, a new Security or Securities of any authorized kind or
      denomination as requested by such holder, in aggregate principal amount
      equal to the unconverted portion of the principal amount of such Security,
      having endorsed thereon a Guarantee and an Exchange Option duly executed
      by the Guarantor.

           (v) No fractional shares of Guarantor Common Stock shall be issued or
      delivered upon exchange of Securities pursuant to the Exchange Options. If
      more than one Security shall be surrendered for exchange at one time by
      the same holder, the number of full shares which shall be issuable or
      deliverable upon exchange thereof shall be computed on the basis of the
      aggregate principal amount of the Securities (or, in the case of
      Registered Securities or Bearer Securities of a denomination other than
      $1,000 specified portions thereof) so surrendered. Instead of any
      fractional share of Guarantor Common Stock which would otherwise be
      issuable or deliverable upon exchange of any Security or Securities (or,
      in the case of Registered Securities or Bearer Securities of a
      denomination other than $1,000, specified portions thereof), the Guarantor
      shall pay a cash adjustment in respect of such fraction in an amount equal
      to the same fraction of the Exchange Price (as defined in the Exchange
      Options) of Guarantor Common Stock.

           (vi) The Guarantor shall, from and after the date on which the
      Exchange Options first may apply, at all times have reserved and
      available, free from preemptive rights, out of its authorized but unissued
      Common Stock, for the purpose of effecting the exchange of the Securities,
      the full number of shares of Guarantor Common Stock then issuable upon the
      exchange of all Securities.

           (vii)The Guarantor shall use its best efforts to take all steps
      necessary (i) to cause all registrations with, and to obtain any approvals
      by, any governmental authority under any Federal or state law of the
      United States that may be required before the shares of Guarantor Common
      Stock may be lawfully issued or transferred and (ii) to list the shares of
      Guarantor Common Stock required to be issued or delivered upon conversion
      of Securities prior to such issue or delivery on each national securities
      exchange on which the outstanding Guarantor Common Stock is listed at the
      time of such delivery.

           (viii) The Guarantor covenants that all shares of Guarantor Common
      Stock which may be issued or delivered upon exchange of Securities will
      upon issue be fully paid and nonassessable and, except as provided in
      Section 13, the Guarantor will pay all stamp, excise or similar taxes or
      duties, liens and charges with respect to the issue thereof.

           (ix) All exchanged Securities shall be held by the Guarantor, and
      may, at any time, be delivered to the Fiscal Agent for cancellation, which
      shall hold or dispose of the same. Exchanged Securities shall not be
      transferred and will cease to represent obligations of the Company upon
      the presentation thereof for such exchange. The Guarantor will promptly
      give, or cause to be given, written notice to the Company and the Fiscal
      Agent of the serial numbers of all Securities which have been exchanged.

           (x) Neither the Fiscal Agent nor the Conversion Agent or agency
      appointed by the Guarantor shall be accountable with respect to the
      validity or value (or the kind or amount) of any shares of Guarantor
      Common Stock which may at any time be issued or delivered upon the
      exchange of any Security; and neither the Fiscal Agent nor the Conversion
      Agent or agency appointed by the Guarantor makes any representation with
      respect thereto. Neither the Fiscal Agent nor the Conversion Agent or
      agency appointed by the Guarantor shall be responsible for any failure of
      the Guarantor to issue, transfer or deliver any shares of Common Stock or
      stock certificates or other securities or property or to make any cash
      payment upon the delivery of any Security for the purpose of exchange or
      to comply with any of the covenants contained in this Section 7(b).

           (xi) Issuance of any Guarantor Common Stock to be issued pursuant to
      an Exchange Option ("Restricted Guarantor Common Stock") shall be deferred
      until such time as a registration statement in respect of such Guarantor
      Common Stock is effective under the Securities Act.

      8.   Surrendered Securities.

           All Securities, together with any coupons appertaining thereto,
surrendered for payment, redemption, retirement, transfer or exchange and all
coupons paid through the application of interest installments shall be delivered
to the Fiscal Agent. In any such case the Fiscal Agent shall cancel all
Securities and coupons not previously canceled and destroy all such Securities
so delivered and shall furnish to the Company and the Guarantor a certificate
with respect to such destruction. Such certificate shall state, in the case of
destruction of the Global Security, that all certificates of the Euroclear
Operator or CEDEL S.A. as to beneficial ownership required by Section 4 hereof
have been duly presented by the Euroclear Operator or CEDEL S.A.

      9.   Mutilated, Destroyed, Stolen or Lost Securities.

           The Fiscal Agent is hereby authorized, in accordance with the
provisions of the Securities and this Section, from time to time to authenticate
and deliver Securities in exchange for or in lieu of Securities that become
mutilated, destroyed, stolen or lost, upon receipt of indemnity and such other
documents or proof as may be required in form and substance satisfactory to the
Fiscal Agent, the Company and the Guarantor. Every Security authenticated and
delivered in exchange for or in lieu of any such Security shall have endorsed
thereon a Guarantee and an Exchange Option (if applicable) and shall be
considered obligations of the Company and the Guarantor and shall carry all
rights to interest accrued and unpaid and to accrue which were carried by such
Security, and notwithstanding anything to the contrary herein contained, any new
Bearer Security shall have attached thereto such coupons that neither gain nor
loss in interest shall result from such exchange or substitution.

      10.  Signatures.

           (a) Securities shall be executed on behalf of the Company by its
President, its Secretary, any Vice President or its Treasurer, any of whose
signatures may be manual or in facsimile, and any coupons appertaining thereto
shall be executed on behalf of the Company by the facsimile signature of its
President, its Secretary, any Vice President or its Treasurer. Any signature in
facsimile may be imprinted or otherwise reproduced on the Securities. The
Company may adopt and use the signature or facsimile signature of any person who
shall be a President, Secretary, Vice President or Treasurer at the time of the
execution of the Securities, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered, or disposed of, such person
shall have ceased to have held such office by virtue of which such person so
executed such security.

           (b) The Guarantees and the Exchange Options shall be executed on
behalf of the Guarantor by its President, any Vice President, or its Treasurer,
manually or in facsimile, and a facsimile of its corporate seal shall be
impressed, imprinted or engraved thereon and shall be attested by its Secretary
or one of its Assistant Secretaries, whose signature may be manual or in
facsimile, prior to the authentication of the Securities on which they are
endorsed. Any signature in facsimile may be imprinted or otherwise reproduced on
the Guarantees and the Exchange Options. The Guarantor may adopt and use the
signature or facsimile signature of any person who shall be any such officer of
the Guarantor at the time of the execution of the Guarantee and the Exchange
Option (if applicable), notwithstanding the fact that at the time the Securities
shall be authenticated and delivered, or disposed of, such person shall have
ceased to be such officer of the Guarantor.

           11.  Agreements Concerning Agents.

           Each of the Agents accepts its obligations herein and in the
Securities, upon the terms and conditions hereof and thereof, including the
following, to all of which the Company and Guarantor agree and to all of which
the rights hereunder of the holders from time to time of the Securities and
coupons shall be subject:

           (a) Each of the Agents shall be entitled to reasonable compensation
for all services rendered by such Agent, as separately agreed by the Company and
the Agent, and the Company and the Guarantor jointly and severally agree
promptly to pay such compensation and to reimburse each of the Agents for the
reasonable out-of-pocket expenses (including, but not limited to, counsel fees)
incurred by such Agent in connection with the services rendered by it hereunder.
The Company and the Guarantor, jointly and severally, also agree to indemnify
each of the Agents and each other paying agency and conversion agency of the
Company for, and to hold it harmless against, any loss, liability or expense
(including the costs and expenses of defending against any claim of liability)
incurred without negligence or bad faith on the part of such Agent or other
paying agency and conversion agency, arising out of or in connection with its
acting as an Agent or other paying agency and conversion agency of the Company
hereunder. The obligations of the Company and the Guarantor under this clause
(a) shall survive payment of the Securities or the resignation or removal of any
Agent or paying agency and conversion agency.

           (b) In acting under this Agreement and in connection with the
Securities, each of the Agents and each other paying agency and conversion
agency of the Company is acting solely as agent of the Company, and does not
assume any obligation, or relationship of agency or trust, for or with any of
the owners or holders of the Securities or coupons, except that all funds held
by the Paying Agent or any other paying agency of the Company for payment of
principal, premium, if any, or interest on (or Additional Amounts, if any, on)
the Securities shall be held in trust but need not be segregated from other
funds except as required by law and as set forth herein and in the Securities,
and shall be applied as set forth herein and in the Securities; provided,
however, that monies paid by the Company or the Guarantor to the Paying Agent or
any other paying agency of the Company for the payment of principal of or
interest on (or Additional Amounts, if any, on) Securities remaining unclaimed
at the end of two years after such principal or interest (or Additional Amounts,
if any) shall have become due and payable shall be repaid to the Company or the
Guarantor, as the case may be, as provided and in the manner set forth in the
Securities, whereupon the aforesaid trust shall terminate and all liability of
the Paying Agent or such other paying agency of the Company with respect thereto
shall cease.

           (c) Each of the Agents and each other paying agency and conversion
agency of the Company may consult with one or more counsel satisfactory to it
(including counsel to the Company or the Guarantor), and the written opinion of
such counsel shall be full and complete authorization and protection in respect
of any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the opinion of such counsel.

           (d) Each of the Agents and each other paying agency and conversion
agency of the Company shall be protected and shall incur no liability for or in
respect of any action taken, omitted or suffered by it in reliance upon any
Security, Guarantee, Exchange Option, coupon, notice, direction, consent,
certificate, affidavit, statement or other paper or document believed in good
faith by such Agent or such other paying agency and conversion agency of the
Company to be genuine and to have been signed by the proper parties.

           (e) Each of the Agents and each other paying agency and conversion
agency of the Company, its officers, directors and employees may become the
owner of, or acquire any interest in, any Securities or coupons, with the same
rights that it or they would have if it were not an Agent or such other paying
agency of the Company hereunder, and may engage or be interested in any
financial or other transaction with the Company, the Guarantor and their
affiliates and may act on, or as depositary, trustee or agent for, any committee
or body of holders of Securities or other obligations of the Company or the
Guarantor, as freely as if it were not an Agent or a paying agency or conversion
agency of the Company hereunder.

           (f) Neither the Paying Agent nor any other paying agency of the
Company shall be under any liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the
Securities.

           (g) The recitals contained herein and in the Securities (except in
the Fiscal Agent's certificates of authentication), shall be taken as the
statements of the Company or the Guarantor, as the case may be, and the Agents
assume no responsibility for the correctness of the same. None of the Agents
makes any representation as to the validity or sufficiency of this Agreement or
the Securities or the coupons or the Guarantees or the Exchange Options, except
for such Agent's due authorization to execute this Agreement. Neither the Agents
nor any other paying agency of the Company shall be accountable for the use or
application by the Company of the proceeds of any Securities authenticated and
delivered by the Fiscal Agent in conformity with the provisions of this
Agreement.

           (h) The Agents and each other paying agency and conversion agency of
the Company shall be obligated to perform such duties and only such duties as
are herein and in the Securities specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Securities against the
Agents or any other paying agency of the Company. The Agents shall not be under
any obligation to take any action hereunder which may tend to involve them in
any expense or liability, the payment of which within a reasonable time is not,
in their reasonable opinion, assured to them.

           (i) Unless herein or in the Securities otherwise specifically
provided, any order, certificate, notice, request, direction, or other
communication, from the Company or the Guarantor made by or given by either of
them under any provision of this Agreement shall be sufficient if signed by the
President, the Secretary, any Vice President or the Treasurer of the Company or
the Guarantor, as the case may be.

           (j) Anything in this Agreement to the contrary notwithstanding, none
of the Agents shall incur any liability hereunder, except as a result of
negligence or bad faith attributable to it or its officers or employees, and
shall incur no liability for the negligence or bad faith of its agents appointed
by it with due care; provided that the Agent shall notify the Company and the
Guarantor of the appointment of any such agents.

           (k) The Agents shall not be liable for any loss caused by events
beyond the reasonable control of the Agents including any malfunction,
interruption of or error in the transmission of information caused by any
machines or system or interception of communication facilities, abnormal
operating conditions or acts of God. The Agents shall have no liability
whatsoever for any consequential, special, indirect or speculative loss or
damages suffered by the Company in connection with the transactions contemplated
by and the relationship established by this Agreement even if the Agents have
been advised as to the possibility of the same. These provisions will override
all other provisions of this Agreement.

      12.  Offices, Resignation, Successors, Etc. of Agents;
Paying, Conversion and Transfer Agencies.

           (a) The Company agrees that, until none of the Securities and coupons
is outstanding or until monies for the payment of all principal, premium, if
any, and interest on (and Additional Amounts payable pursuant to Section 2 of
the Definitive Securities, if any, on) all outstanding Securities shall have
been made available at the office of the Paying Agent and shall have been
returned to the Company as provided in the Securities, there shall at all times
be a Fiscal Agent in the Borough of Manhattan, New York City, which shall be a
bank or trust company organized and doing business under the laws of the United
States of America or of any State of the United States of America, in good
standing and authorized under such laws to exercise corporate trust powers, a
Paying Agent, a Conversion Agent and a Transfer Agent having offices in a city
in Western Europe and in New York City, which shall be a bank or trust company
organized, in good standing and doing business under the laws of the United
States of America or of any State of the United States of America, and a paying
agency, a conversion agency and a transfer agency in at least one city in
Western Europe, which shall be Luxembourg so long as the Securities are listed
on the Luxembourg Stock Exchange.

           (b) Each of the Agents may at any time resign as such Agent by giving
written notice to the Company and to the Guarantor of such intention on its
part, specifying the date in which its desired resignation shall become
effective; provided, however, that such date shall never be less than ninety
days after receipt of such notice by the Company and the Guarantor unless the
Company and the Guarantor agree to accept less notice. Each of the Agents
hereunder may be removed at any time by the filing with it of any instrument in
writing signed on behalf of the Company and the Guarantor and specifying such
removal and the date when it is intended to become effective. Such resignation
or removal shall take effect upon the date of the appointment by the Company and
the Guarantor, as hereinafter provided, of a successor Fiscal Agent, Conversion
Agent or Paying Agent, as the case may be, and the acceptance of such
appointment by such successor Agent. Upon its resignation or removal, each of
the Agents shall be entitled to the payment by the Company and the Guarantor of
its compensation for the services rendered hereunder and to the reimbursement of
all reasonable out-of-pocket expenses incurred in connection with the services
rendered hereunder by such Agent and shall promptly notify the Company of such
action.

           (c) In case at any time any of the Agents shall resign, or shall be
removed, or shall be incapable of acting, or shall file a voluntary petition as
a debtor under Chapter 7 or 11 of Title 11 of the United States Code or have an
order for relief entered against it as a debtor under Chapter 7 or 11 of Title
11 of the United States Code or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver of all or any substantial
part of its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if an order of any court shall be entered approving any
petition filed by or against the Fiscal Agent under any legislation similar to
the provisions of Title 11 of the United States Code or against any of the
Agents under the provisions of any legislation similar to the provisions of
Title 11 of the United States Code, or if a receiver of it or of all or any
substantial part of its property shall be appointed, or if any public officer
shall take charge or control of it or of its property or affairs, for the
purpose of rehabilitation, conservation or liquidation, a successor Agent,
qualified as aforesaid, shall be appointed by the Company and the Guarantor by
an instrument in writing. Upon the appointment as aforesaid of a successor Agent
and acceptance by it of such appointment, the Agent so superseded shall cease to
be such Agent hereunder. If no successor Agent shall have been so appointed by
the Company and the Guarantor and shall have accepted appointment as hereinafter
provided, any holder of a Security, on behalf of itself and all others similarly
situated, or any Agent may petition any court of competent jurisdiction for the
appointment of a successor Agent and shall promptly notify the Company and the
Guarantor of such action.

           (d) Any successor Fiscal Agent, Conversion Agent, Transfer Agent or
Paying Agent appointed hereunder shall execute, acknowledge and deliver to its
predecessor and to the Company and the Guarantor an instrument accepting such
appointment hereunder, and thereupon such successor Agent, without any further
act, deed or conveyance, shall become vested with all the authority, rights,
powers, trusts, immunities, duties and obligations of such predecessor with like
effect as if originally named as such Agent hereunder, and such predecessor,
upon payment of its charges and disbursements then unpaid, shall thereupon
become obligated to transfer, deliver and pay over, and such successor Agent
shall be entitled to receive, all monies, securities or other property on
deposit with or held by such predecessor, as such Agent hereunder.

           (e) Any corporation or bank into which any of the Agents hereunder
may be merged or converted, or any corporation or bank with which such Agent may
be consolidated, or any corporation or bank resulting from any merger,
conversion or consolidation to which such Agent shall be a party, or any
corporation or bank to which such Agent shall sell or otherwise transfer all or
substantially all the assets and business of such Agent, or any corporation to
which the Fiscal Agent shall sell or otherwise transfer all or substantially all
of its corporate trust business, provided that it shall be qualified as
aforesaid, shall be the successor to such Agent under this Agreement without the
execution or filing of any document or any further act on the part of any of the
parties hereto.

           (f) So long as there shall be a Fiscal Agent and Paying Agent
hereunder, the Company shall maintain agencies (i) where Registered Securities
(but not Bearer Securities or coupons ) may be presented for surrender for
payment (and for the payment of Additional Amounts on the Registered Securities,
if any) and where Securities may be surrendered for conversion in the Borough of
Manhattan, New York City, and (ii) where Bearer Securities and coupons may be
surrendered for payment (and for the payment of Additional Amounts (pursuant to
Section 2 of the Definitive Securities) on Bearer Securities, if any) and where
Bearer Securities may be surrendered for conversion in at least one city in
Western Europe, which shall be Luxembourg so long as the Securities are listed
on the Luxembourg Stock Exchange. The Company now intends to maintain additional
agencies (subject to applicable laws and regulations) where Bearer Securities
may be surrendered for payment (and for the payment of Additional Amounts
(pursuant to Section 2 of the Definitive Securities) on Bearer Securities, if
any), where Registered Securities may be surrendered for payment and where
Securities may be surrendered for conversion in London, England and Luxembourg,
and during such period to keep the Agents advised of the names and locations of
such agencies. The Guarantor shall maintain additional agencies where Securities
may be surrendered for exchange pursuant to the Exchange Options (if applicable)
at such locations and with such agencies as are maintained from time to time by
the Company for the surrender of securities for conversion. Unless the Company
shall otherwise notify each of the Agents in writing, the sole such paying
agencies and conversion agencies shall be the agencies specified in the
Securities. The Company authorizes the Paying Agent to pay to or to the order of
the aforesaid agencies, upon demand by such agencies, funds for the payment of
the principal, premium, if any, and interest on (and Additional Amounts pursuant
to Section 2 of the Definitive Securities, if any, on) the Securities. Except as
otherwise arranged by the Company, the Fiscal Agent shall arrange for the
payment of the compensation of such paying agencies for their services as such,
and the Company and the Guarantor shall pay to the Fiscal Agent from time to
time sufficient funds to make such payments.

           (g) So long as there shall be a Fiscal Agent, Paying Agent and
Conversion Agent hereunder, the Company shall maintain a Security Registrar and
additional transfer agencies (the "Transfer Agents") (i) where Registered
Securities may be surrendered for exchange for Registered Securities in New York
City and (ii) in at least one city in Western Europe, which shall be Luxembourg
so long as the Securities are listed on the Luxembourg Stock Exchange, where
Bearer Securities may be delivered in exchange for Bearer Securities or for
Registered Securities. Consistent with applicable laws and regulations,
including the provisions of the federal income tax laws of the United States,
such agencies may be the same agencies as or different agencies from those
maintained by the Company pursuant to Section 12(f).

           The Company hereby appoints Banque Internationale a Luxembourg, 69,
route d'Esch, L-1470 LuxembourgVille, Luxembourg, as Transfer Agent for such
exchanges. The transfer, exchange and registration of transfer or exchange of
Registered Securities shall be made by the Fiscal Agent in New York City.

      13.  Taxes.

           The Company will pay all stamp taxes and other similar duties, if
any, that may be imposed by the United States of America or the United Kingdom,
or any state or political subdivision thereof or taxing authority therein, with
respect to the execution or delivery of this Agreement, or the issuance of the
Global Security or the Guarantees, or the exchange from time to time of the
Global Security for Definitive Securities, or with respect to the issue or
delivery of shares of Common Stock on conversion of Securities; provided,
however, that the Company shall not be required to pay any tax or duty which may
be payable in respect of any transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the holder of the Security
or Securities to be converted, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the Company the
amount of any such tax or duty or has established to the satisfaction of the
Company that such tax or duty has been paid; and further provided, that the
Company shall not be required to pay any tax or duty that may be payable in
respect of any accrued interest paid in connection with the conversion of the
Securities.

      The Guarantor will pay all stamp taxes and other similar duties, if any,
that may be imposed by the United States of America or the United Kingdom, or
any state or political subdivision thereof or taxing authority therein, with
respect to the issue or delivery of shares of Guarantor Common Stock on
exchanges of Securities pursuant to Exchange Options; provided, however, that
the Guarantor shall not be required to pay any tax or duty which may be payable
in respect of any transfer involved in the issue or delivery of shares of
Guarantor Common Stock in a name other than that of the holder of the Security
or Securities to be exchanged, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the Guarantor the
amount of any such tax or duty or has established to the satisfaction of the
Guarantor that such tax or duty has been paid.

      14. Meetings and Votes of Holders.

           (a) A meeting of holders of Securities may be called at any time and
from time to time pursuant to this Section for any of the following purposes:
(i) to give any notice to the Company, to the Guarantor or to the Fiscal Agent,
or to give any directions to the Fiscal Agent, or to consent to the waiving of
any default hereunder or under the Definitive Securities and its consequences,
or to take any other action authorized to be taken by holders of Securities
pursuant to Section 9 of the Definitive Securities; or (ii) to take any other
action authorized to be taken by or on behalf of the holders of any specified
aggregate principal amount of the Securities under any other provision of this
Agreement, the Definitive Securities or under applicable law.

           (b) Meetings of holders of Securities may be held at such place or
places in New York City or London as the Fiscal Agent or, in case of its failure
to act, the Company, the Guarantor or the holders calling the meeting shall from
time to time determine.

           (c) The Fiscal Agent may at any time call a meeting of holders of
Securities to be held at such time and at such place in any of the locations
designated in Section 14(b) hereof as the Fiscal Agent shall determine. Notice
of every meeting of holders shall be made as specified in Section 19 hereof,
except that such notice shall set forth the time and the place of such meeting,
in general terms the action proposed to be taken at such meeting and a general
description of regulations applicable to such meeting and shall be published at
least three times in the publications specified in such Section 19, the first
publication to be not less than 21 nor more than 180 days prior to the date
fixed for the meeting.

           (d) In case at any time the Company, the Guarantor or the holders of
at least 25% in aggregate principal amount of the Securities shall have
requested the Fiscal Agent to call a meeting of the holders, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Fiscal Agent shall not have given the first notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company,
the Guarantor or the holders of Securities in the amount above specified may
determine the time and the place in either of the locations designated in
Section 14(b) hereof for such meeting and may call such meeting to take any
action authorized in Section 14(a) hereof by giving notice thereof as provided
in Section 14(c) hereof.

           (e) To be entitled to vote at any meeting of holders of Securities, a
person shall be (i) a holder of one or more Securities, or (ii) a person
appointed by an instrument in writing as proxy for a holder or holders of
Securities by such holder or holders, which proxy need not be a holder of
Securities. The only persons who shall be entitled to be present or to speak at
any meeting of holders shall be the persons entitled to vote at such meeting and
their counsel and any representatives of the Fiscal Agent and its counsel and
any representatives of the Company and its counsel and any representatives of
the Guarantor and its counsel.

           (f) The persons entitled to vote a majority in principal amount of
the outstanding Securities shall constitute a quorum for the transaction of all
business specified in Section 14(a) hereof. No business shall be transacted in
the absence of a quorum unless a quorum is represented when the meeting is
called to order. In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
the holders of Securities (as provided in Section 14(d) hereof), be dissolved.
In any other case the meeting shall be adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting shall
be given as provided in Section 14(c) hereof except that such notice need be
published only once but must be given not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Subject to the foregoing, at
the reconvening of any meeting adjourned for a lack of a quorum the persons
entitled to vote 25% in principal amount of the Securities shall constitute a
quorum for the taking of any action set forth in the notice of the original
meeting. Notice of the reconvening of an adjourned meeting shall state expressly
the percentage of the aggregate principal amount of the Securities that shall
constitute a quorum. At a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid, any resolution and all matters (except
as limited by Section 9 of the Definitive Securities) shall be effectively
passed and decided if passed or decided by the persons entitled to vote a
majority in principal amount of the Securities represented and voting at such
meeting, provided that such amount shall be not less than 25% in principal
amount of the Securities outstanding. Any holder of a Security who has executed
an instrument in writing appointing a person as his proxy shall be deemed to be
present for the purposes of determining a quorum and be deemed to have voted;
provided, however, that such holder shall be considered as present or voting
only with respect to the matters covered by such instrument in writing. Any
resolution passed or decision taken at any meeting of the holders of Securities
duly held in accordance with this Section 14 shall be binding on all the holders
of Securities whether or not present or represented at the meeting.

           (g) Notwithstanding any other provision of this Agreement, the Fiscal
Agent may make such reasonable regulations as it may deem advisable for any
meeting of holders of Securities in regard to proof of the holding of Securities
and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Bearer Securities
shall be proved by the production of the Bearer Securities or by a certificate
executed, as depositary, by, and the appointment of any proxy shall be proved by
having the signature of the person executing the proxy witnessed or guaranteed
by, in each case, any trust company, bank or banker satisfactory to the Fiscal
Agent. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified herein or other proof. The holding of Registered Securities shall be
proved by the registry books maintained in accordance with Section 2(d) hereof
or by a certificate or certificates of the Fiscal Agent in its capacity as the
Company's agent for the maintenance of such books.

           (h) The Fiscal Agent shall, by an instrument in writing, appoint a
temporary chairperson of the meeting, unless the meeting shall have been called
by the Company, the Guarantor or by the holders of Securities as provided in
Section 14(d) hereof, in which case the Company, the Guarantor or the holders
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairperson. A permanent chairperson and a permanent secretary of the
meeting shall be elected by vote of the holders of a majority in principal
amount of the Securities represented at the meeting and entitled to vote.

           (i) At any meeting each holder or proxy shall be entitled to one vote
for each U.S. $1,000 principal amount of Securities held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Securities challenged as not outstanding and ruled by the
chairperson of the meeting to be not outstanding. The chairperson of the meeting
shall have no right to vote, except as a holder or proxy.

           (j) Any meeting of holders of Securities duly called pursuant to
Section 14(c) or 14(d) hereof at which a quorum is present may be adjourned from
time to time by vote of the holders (or proxies for the holders) of a majority
in principal amount of the Securities represented at the meeting and entitled to
vote; and the meeting may be held as so adjourned without further notice.

           (k) The vote upon any resolution submitted to any meeting of holders
of Securities shall be by written ballots on which shall be subscribed the
signatures of the holders of Securities or of their representatives by proxy and
the serial number or numbers of the Securities held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of holders of Securities shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was published as provided in Section 14(c) or 14(d) hereof and, if
applicable, Section 14(f) hereof. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the meeting, and one
such copy shall be delivered to the Company, another to the Guarantor and
another to the Fiscal Agent to be preserved by the Fiscal Agent, the copy
delivered to the Fiscal Agent to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

      15. Merger, Consolidation or Sale of Assets.

           (a) If at any time there shall be a merger, consolidation, sale or
conveyance of assets or assumption of obligations to which any of the covenants
contained in Section 6 of the Definitive Securities or Section 3 of the
Guarantees, is applicable, then in any such event the successor or assuming
corporation referred to therein will promptly deliver to the Fiscal Agent:

                (i) A certificate signed by an executive officer of such
successor or assuming corporation stating that as of the time immediately after
the effective date of any such transaction the covenants of the Company or the
Guarantor, as the case may be, contained in the Definitive Securities or the
Guarantees, as applicable, have been complied with and the successor or assuming
corporation is not in default under the provisions of this Agreement or the
Securities or the Guarantees, as applicable; and

                (ii) A written opinion of legal counsel (who may be an employee
of or counsel to the successor or assuming corporation) stating that in such
counsel's opinion such covenants have been complied with and that any instrument
or instruments executed in the performance of such covenants comply with the
requirements thereof.

           In case of any such merger, consolidation, sale, conveyance or
assumption, such successor or assuming corporation shall succeed to and be
substituted for the Company or the Guarantor, as the case may be, with the same
effect, subject to (in the case of a merger to which the Company is a party)
Section 6(b) of the Definitive Securities, as if it had been named herein and in
the Definitive Securities or the Guarantees, as applicable, as the Company or
the Guarantor, as the case may be; the Company or the Guarantor, as the case may
be, shall thereupon be relieved of any further obligation or liability hereunder
or upon the Securities or the Guarantees, as applicable, and the Company or the
Guarantor, as the case may be, as the predecessor corporation may thereupon or
at any time thereafter be dissolved, wound up or liquidated. If applicable, such
successor or assuming corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company any or all of the
Securities issuable hereunder which theretofore shall not have been executed on
behalf of the Company and delivered to the Fiscal Agent; and, upon the order of
such successor or assuming corporation, instead of the Company, and subject to
all the terms, conditions and limitations in this Agreement prescribed, the
Fiscal Agent shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the Company
to the Fiscal Agent for authentication, and any Securities which such successor
or assuming corporation thereafter shall cause to be signed and delivered to the
Fiscal Agent for that purpose. If applicable, such successor or assuming
corporation may cause to be endorsed either in its own name or in the name of
the Guarantor, Guarantees on any or all of the Securities issuable hereunder
which theretofore shall not have been so endorsed and delivered to the Fiscal
Agent. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Agreement as the Securities theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Securities had been issued at the date of the execution hereof.

           In case of any merger, consolidation, sale, conveyance or assumption,
such changes in phraseology and form (but not in substance) may be made in the
Securities or the Guarantees, as the case may be, thereafter to be issued as may
be appropriate.

           (b) The Fiscal Agent may rely on the documents delivered pursuant to
this Agreement by any successor or assuming corporation pursuant to this Section
15 as conclusive evidence that any such merger, consolidation, sale, conveyance
or assumption complies with the provisions of this Section and the Securities.

      16.  Governing Law

           This Agreement, the Securities, the Exchange Options and the
Guarantees shall be governed by and construed in accordance with the law of the
Commonwealth of Massachusetts, United States of America.

      17.  Amendments.

           This Agreement may be amended by the parties hereto, and certain
provisions hereof may be waived, in the manner provided in Section 9 of the
Definitive Securities. This Agreement may also be amended by the parties hereto,
without the consent of the holder of any Security, for the purposes set forth in
Section 9 of the Definitive Securities and for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein or in any manner that the parties may mutually deem necessary
or desirable, and that shall not adversely affect the interests of the holders
of the Securities.

      18. Agent for Service of Process.

           As long as any of the Securities or coupons appertaining thereto
remain outstanding, the Company and the Guarantor will at all times have an
authorized agent in the City of New York, upon whom process may be served in any
legal action or proceeding arising out of or relating to this Agreement or any
Security or coupons appertaining thereto or any Guarantee or Exchange Option.
Service of process upon such agent and written notice of such service mailed or
delivered to the Company or the Guarantor, as the case may be, shall to the
extent permitted by law be deemed in every respect effective service of process
upon the Company or the Guarantor, as the case may be, in any such legal action
or proceeding. The Company and the Guarantor each hereby appoints the Fiscal
Agent as its agent for such purpose, and covenants and agrees that service of
process in any legal action or proceeding may be made upon it at the office of
such agent at 450 W. 33rd Street, New York, New York 10001, U.S.A., Attention:
Corporate Trust Department (or such other address in the City of New York, as
may be the principal corporate trust office of such agent in New York), unless
and until the Company or the Guarantor, as the case may be, shall designate
another agent for such purpose by written notice to the Fiscal Agent. If the
Fiscal Agent receives any such service of process, it shall promptly notify the
Company and the Guarantor of such service.

      19.  Notices.

           All notices hereunder shall be deemed to have been given when
deposited in the mail as first class mail, registered or certified, return
receipt requested, postage prepaid, addressed to any party hereto as follows:



      The Company..........         1964 South Orange Blossom
                                    Trail
                                    Apopka, Florida 37203
                                    U.S.A.
                                    Attn: Chief Executive
                                    Officer, with a copy
                                    to the Guarantor and the
                                    General Counsel of the
                                    Guarantor

      The Guarantor........         81 Wyman Street
                                    P. O. Box 9046
                                    Waltham, MA  02254-9046
                                    U.S.A.
                                    Attn: Secretary,
                                    with a copy to General Counsel

      The Fiscal Agent.....         450 W. 33rd Street
                                    15th floor
                                    New York, NY  10001
                                    U.S.A.
                                    Attn: Corporate Trust
                                    Department

                                    Chemical Bank House
                                    125 London Wall
                                    London EC2Y 5AJ
                                    England
                                    Attn: Corporate Agency

      The Paying Agent.....         450 West 33rd Street
                                    15th floor
                                    New York, NY  10001
                                    U.S.A.
                                    Attn: Corporate Trust
                                    Department
                                    Chemical Bank House
                                    125 London Wall
                                    London EC2Y 5AJ
                                    England
                                    Attn: Corporate Agency

or at any other address of which any of the foregoing shall have
notified the others in writing.

           Notices to holders of the Securities shall be given by publication in
an Authorized Newspaper. For purposes of this Agreement, the term "Authorized
Newspaper" means a newspaper customarily published on each business day in
morning editions, whether or not it shall be published in Saturday, Sunday or
holiday editions, such as The Wall Street Journal (Eastern edition) in New York
City, the Financial Times in London and the Luxemburger Wort in Luxembourg. If
by reason of the temporary or permanent suspension of publication of any
newspaper or by reason of any other cause it shall be impossible to make
publication of such notice in an Authorized Newspaper as herein provided, then
such publication or other notice in lieu thereof as shall be made by the Fiscal
Agent shall constitute sufficient publication of such notice, if such
publication or other notice shall, so far as may be possible approximate the
terms and conditions of the publication in lieu of which it is given. Notices
will be mailed to registered holders of Registered Securities at their
registered address as the same shall appear on the books of the Fiscal Agent on
the day fifteen days prior to such mailing. The Fiscal Agent shall promptly
furnish to the Company and to each other paying agency of the Company a copy of
each notice so published or mailed.

      20.  Counterparts.

           This Agreement may be executed in separate counterparts, and by each
party separately in a separate counterpart, each such counterpart, when so
executed and delivered, to be an original. Such counterparts shall together
constitute but one and the same instrument.



           [Remainder of Page Intentionally Left Blank]



<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agency
Agreement as of the date first above written.

                               THERMO REMEDIATION INC.

                               By:  /s/ Jonathan W. Painter
                               Title:    Treasurer


                               THERMO ELECTRON CORPORATION

                               By:  /s/ Jonathan W. Painter
                               Title:    Treasurer



                               CHEMICAL BANK, as Agent

                               By:  /s/  M. Price
                               Title:  Attorney-in-Fact




<PAGE>

















                                    EXHIBIT A


<PAGE>


               FORM OF FACE OF REGISTERED DEBENTURE]


THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS EXCEPT TO QUALIFIED
INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
ACCORDANCE WITH RULE 144A (IF AVAILABLE) OR OTHERWISE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

      Each purchaser, by its purchase of this Security, represents, acknowledges
and agrees that: (1) it is purchasing "restricted" securities which have not
been registered under the Securities Act; (2) if it should decide to dispose of
any of such Securities, it will not offer, sell, transfer, pledge, hypothecate
or otherwise dispose of any of such Securities except (A) pursuant to Rule 144A
under the Securities Act (if available), (B) pursuant to Regulation S under the
Securities Act, (C) to a sophisticated institutional investor approved as an
"accredited investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act) by a broker or dealer registered under Section 15 of
the Securities Exchange Act of 1934, (D) pursuant to any other exemption from,
or otherwise in a transaction not subject to, the registration requirements of
the Securities Act as confirmed in an opinion of U.S. counsel or (E) pursuant to
an effective registration statement under the Securities Act, in each case in
accordance with any applicable state laws of the United States governing the
offer or sale of securities.

      [If held by DTC: Unless this certificate is presented by an authorized
representative of The Depository Trust Company to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to Cede &
Co., 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.]




<PAGE>


                             THERMO REMEDIATION INC.

              (Incorporated in the State of Delaware)


        4-7/8% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2000

                                  GUARANTEED BY


                           THERMO ELECTRON CORPORATION

              (Incorporated in the State of Delaware)


No. R-________                                 U.S.$________


      Thermo Remediation Inc., a corporation duly incorporated and existing
under the laws of the State h of Delaware (the "Company"), for value received,
hereby promises to pay to ________________, or registered assigns, the principal
sum of ________ Thousand United States Dollars on May 1, 2000 and to pay
interest thereon, from May 4, 1995 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semiannually in arrears on
May 1 and November 1, in each year (each, an "Interest Payment Date"),
commencing November 1, 1995 at the rate of 4-7/8% per annum, until the principal
hereof is paid or made available for payment. Interest hereon shall be
calculated on the basis of a 360-day year comprised of twelve 30-day months. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Fiscal Agency Agreement, be paid to the
person in whose name this Security is registered at the close of business on the
Record Date for such interest, which shall be April 15 or October 15 (whether or
not a Business Day) next preceding such Interest Payment Date. Except as
otherwise provided in the Fiscal Agency Agreement, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
holder on such Record Date and may be paid at any time in any lawful manner, all
as more fully provided in the Fiscal Agency Agreement. Payment of interest on
this Security shall be made by United States dollar check drawn on a bank in the
City of New York and mailed to the person entitled thereto at his address as it
shall appear in the Security Register, or (if arrangements satisfactory to the
Company and the Fiscal Agent are made) by wire transfer to a United States
dollar account maintained by the payee with a bank in the City of New York;
provided, however, that it such mailing is not possible and no such application
shall have been made, payment of interest shall be made at the Corporate Trust
Office of the Fiscal Agent, or such other office or agency of the Company as may
be designated for such purpose in the City of New York, in United States
currency.

      Reference is hereby made to the further provisions of this Security set
forth under Terms and Conditions of the Securities on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
at this place.
      IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed in its corporate name by the manual or facsimile signature of a duly
authorized officer.

Dated: May 4, 1995

                                    THERMO REMEDIATION INC.



                                       By:
                                         [Title]



<PAGE>


                       [FORM OF FACE OF BEARER DEBENTURE]

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS EXCEPT TO QUALIFIED
INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
ACCORDANCE WITH RULE 144A (IF AVAILABLE) OR OTHERWISE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.


                             THERMO REMEDIATION INC.

              (Incorporated in the State of Delaware)

        4-7/8% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2000


                                  GUARANTEED BY


                           THERMO ELECTRON CORPORATION

              (Incorporated in the State of Delaware)

No. B-_____                                         U.S.$_________


      Thermo Remediation Inc., a corporation duly incorporated and existing
under the laws of the State of Delaware (the "Company"), for value received,
hereby promises to pay to bearer upon presentation and surrender of this
Security the principal sum of _______ Thousand United States Dollars on May 1,
2000 and to pay interest thereon, from the date hereof, semiannually in arrears
on May 1 and November 1 in each year (each, an "Interest Payment Date"),
commencing November 1, 1995, at the rate of 4-7/8% per annum, until the
principal hereof is paid or made available for payment. Interest hereon shall be
calculated on the basis of a 360-day year comprised of twelve 30-day months.
Such payments (including premium, if any) shall be made in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, subject to any laws or regulations
applicable thereto and to the right of the Company (limited as provided in the
Fiscal Agency Agreement) to terminate the appointment of any such paying agency,
at the main offices of Chemical Bank, Chemical Bank House, 125 London Wall,
London EC2Y 5AJ, England or Banque Internationale a Luxembourg, 69, route
d'Esch, L-1470 LuxembourgVille, Luxembourg or at such other offices or agencies
outside the United States of America, its territories and possessions as the
Company may designate, by United States dollar check drawn on a bank in the City
of New York, or (if arrangements satisfactory to the Company and the Fiscal
Agent are made) by wire transfer to a United States dollar account maintained by
the holder at a bank outside the United States, its territories and its
possessions. Interest on this Security shall be paid only at an office or agency
located outside the United States, its territories and possessions and, in the
case of interest due on or before maturity, only upon presentation and surrender
at such an office or agency of the interest coupons hereto attached as they
severally mature. No payment on this Security or any coupon will be made at the
corporate trust office of the Fiscal Agent or any other paying agency maintained
by the Company in the United States or its possessions. nor will any payment be
made by transfer to an account in, or by mail to an address in, the United
States or its possessions, except as may be permitted by United States tax laws
and regulations in effect at the time of such payment without detriment to the
Company. Notwithstanding the foregoing, payment of this Security may be made at
the office of the Fiscal Agent in the City of New York if full payment at all
paying agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions.

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

      IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed in its corporate name by the manual or facsimile signatures of a duly
authorized officer and coupons bearing the facsimile signature of a duly
authorized officer to be annexed hereto.

Dated:  May 4, 1995
                                    THERMO REMEDIATION INC.



                                       By:
                                         [Title]


<PAGE>


           [FORM OF FACE OF COUPON ON BEARER DEBENTURES]


ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

                             THERMO REMEDIATION INC.

        4-7/8% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2000

                                          U.S. $
                                          Due

      Unless the Security to which this coupon appertains shall have been called
for previous redemption and payment thereof duly provided for or converted or
exchanged, on the date set forth hereon, THERMO REMEDIATION INC. (herein called
the "Company") will pay to bearer, upon surrender hereof, the amount shown
hereon (together with any Additional Amounts in respect thereof which the
Company may be required to pay according to the terms of said Security) at the
paying agencies set out on the reverse hereof or at such other places outside
the United States of America, its territories and possessions as the Company may
determine from time to time, by United States dollar check drawn on a bank in
the City of New York, or (if arrangements satisfactory to the Company and the
Fiscal Agent referred to in the Security to which this Coupon appertains are
made) wire transfer to a United States dollar account maintained by the payee at
a bank outside the United States of America, its territories and possessions,
being one-half year's interest then payable on said Security.


                                    THERMO REMEDIATION INC.


                                       By:
                                         [Title]



<PAGE>


                               [Reverse of Coupon]


Chemical Bank                      Banque Internationale a
                                   Luxembourg
Chemical Bank House                69, route d'Esch
125 London Wall                    L-1470 LuxembourgVille
London EC2Y 5AJ                    Luxembourg
England




<PAGE>


                          CERTIFICATE OF AUTHENTICATION


      This is one of the Securities described in the within-mentioned Fiscal
Agency Agreement.

                                    CHEMICAL BANK, as Fiscal Agent



                                       By
                                        Authorized Officer


<PAGE>


                                [Form of Reverse]

              Terms and Conditions of the Securities


      1.   General.

           (a) This Security is one of a duly authorized issue of Securities of
the Company designated as its 4-7/8% Convertible Subordinated Debentures due
2000 (herein called the "Securities"). The Company, for the benefit of the
holders from time to time of the Securities, has entered into a Fiscal Agency
Agreement dated as of May 4, 1995 (the "Fiscal Agency Agreement"), among the
Company, Thermo Electron Corporation, a corporation duly organized and existing
under the laws of the State of Delaware, as Guarantor (the "Guarantor"), and
Chemical Bank, as Fiscal Agent, Paying Agent, Registrar and Conversion Agent
(the "Fiscal Agent"), to which Fiscal Agency Agreement reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantor, the Fiscal Agent, and the
holders of Securities and any coupons appertaining thereto and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The
holders of the Securities will be entitled to the benefits of, be bound by, and
be deemed to have notice of, all of the provisions of the Fiscal Agency
Agreement. A copy of the Fiscal Agency Agreement is on file and may be inspected
at the offices of paying agencies appointed by the Company.

           (b) The Securities are issuable as bearer Securities (the "Bearer
Securities"), with interest coupons attached, in the denominations of U.S.
$1,000 and U.S. $10,000 (or as otherwise permitted by the Company, the Guarantor
and the Fiscal Agent), and as registered Securities (the "Registered
Securities"), without coupons, in denominations of U.S. $1,000 and integral
multiples thereof. The Registered Securities, and transfers thereof, shall be
registered as provided in Section 8 hereof and in the Fiscal Agency Agreement.
The holder of any Bearer Security or any coupon and the registered holder of a
Registered Security shall (to the fullest extent permitted by applicable law) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Security or coupon, as the case may be, regardless of any notice of
ownership, theft or loss or of any writing thereon.

           (c) The Securities are unsecured obligations of the Company
subordinated as set forth in Section 7 hereof. There are no restrictions herein
on other indebtedness or securities which may be incurred or issued by the
Company.

      2.   Additional Amounts.

           The Company will pay, as additional amounts ("Additional Amounts"),
to the holder of this Security or of any coupon appertaining hereto who is a
United States Alien (as defined below) such amounts as may be necessary in order
that every net payment of the principal of, premium, if any, and interest on
this Security, after withholding for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of such
payment by the United States or any political subdivision or taxing authority
thereof or therein, will not be less than the interest provided herein or any
coupon appertaining hereto to be then due and payable; provided, however, that
the foregoing obligation to pay Additional Amounts shall not apply to:

           (a) any tax, assessment or other governmental charge which would not
have been so imposed but for (i) the existence of any present or former
connection between such holder (or between a fiduciary, settlor, beneficiary,
member, stockholder, or a person holding a power over, such holder, if such
holder is an estate, trust, partnership or corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member, stockholder or person holding a power) being or having been
a citizen or resident or treated as a resident thereof or being or having been
engaged in a trade or business therein or being or having been present therein
or having or having had a permanent establishment therein, or (ii) such holder's
present or former status as a personal holding company, foreign personal holding
company, passive foreign investment company, foreign private foundation or other
foreign tax-exempt entity or controlled foreign corporation for United States
tax purposes or a corporation which accumulates earnings to avoid United States
Federal income tax or (iii) such holder's status as a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of business;

           (b) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the holder of this Security or
any coupon appertaining hereto for payment on a date more than 10 days after the
date on which such payment became due and payable or on the date on which
payment thereof is duly provided, whichever occurs later;

           (c) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or other governmental charge;

           (d) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or present or former connection with the United States of
the holder or beneficial owner of this Security or any related coupon if such
compliance is required by statute, regulation or ruling of the United States or
any political subdivision or taxing authority thereof as a precondition to
relief or exemption from such tax assessment or other governmental charge;

           (e) any tax, assessment or other governmental charge which is payable
otherwise than by deduction or withholding from payments of principal of,
premium, if any, or interest on this Security; or

           (f) any tax, assessment or other governmental charge imposed on
interest received by a person holding, actually or constructively, 10 percent or
more of the total combined voting power of all classes of stock of the Company
entitled to vote; or

           (g) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of, premium, if any,
or interest on this Security or any interest coupon appertaining thereto if such
payment can be made without such withholding by any other paying agent;

nor shall Additional Amounts be paid with respect to any payment of the
principal of, premium, if any, or interest on this Security to a person other
than the sole beneficial owner of such payment, or that is a partnership or a
fiduciary, to the extent such beneficial owner, member of such partnership or
beneficiary or settlor with respect to such fiduciary would not have been
entitled to the Additional Amounts had such beneficial owner, member beneficiary
or settlor been the holder of this Security or any coupon appertaining hereto.

      The term "United States Alien" 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 to the extent 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 an estate or trust, the income of which is not subject to
United States federal income taxation regardless of its source, and the term
"United States" means the United States of America, its territories and
possessions.

      Except as specifically provided herein and in the Fiscal Agency Agreement,
the Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein.

      3.   Redemption.

           (a) The Securities are subject to redemption (1) on or after May 1,
1998 as a whole or in part, at the election of the Company, at a redemption
price equal to 100% of the principal amount, together with accrued interest to
the date fixed for redemption; and (2) under the circumstances described in the
next succeeding paragraph at a redemption price equal to 100% of the principal
amount, together in the case of any such redemption with accrued interest to the
date fixed for redemption, but certain interest installments on Registered
Securities will be payable to the holders of such Securities of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Fiscal Agency Agreement; and provided, however, that in
the event that the Company shall have elected to redeem all or any part of the
Securities under clause (1) hereof after the date on which a Change in Control
(as defined in the Exchange Option endorsed upon this Security) of the Guarantor
shall have been determined to occur by the Continuing Directors (as defined in
such Exchange Option) pursuant to the Exchange Option, which Change in Control
shall not have been approved by the Continuing Directors of the Guarantor, the
date on which such redemption may occur shall be not sooner than the first
business day immediately following the termination of the Exercise Period (as
defined in the Exchange Option). If fewer than all of the then outstanding
Securities are to be redeemed, the Securities to be redeemed will be selected by
the Fiscal Agent not more than 75 days prior to the date fixed for redemption,
by such method as the Fiscal Agent shall deem fair and appropriate.

           (b) If, at any time, the Company shall determine that as a result of
any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or any amendment to or
change in an official application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after May 4, 1995,
the Company will become obligated to pay to the holder of any Security or coupon
Additional Amounts and such obligation cannot be avoided by the Company taking
reasonable measures available to it, then the Company may, at its election
exercised at any time when such conditions continue to exist, redeem such
Securities as a whole at a redemption price equal to 100% of the principal
amount, together with accrued interest, if any, to the date fixed for
redemption; provided that no such notice of redemption shall be given earlier
than 90 days prior to the earliest date on which the Company would be obliged to
pay such Additional Amounts were a payment in respect of this Security then due;
and provided, further, that at the time such notice is given, such obligation to
pay such Additional Amounts remains in effect.

      Prior to any redemption of the Securities pursuant to the preceding
paragraph, the Company shall provide the Fiscal Agent with one or more
certificates (signed by the President or any Vice President and the Treasurer or
the Secretary) of the Company to the effect that the Company is entitled to
redeem the Securities pursuant to such paragraph and that the conditions
precedent to the right of the Company to redeem the Securities pursuant to such
paragraph have occurred and a written opinion of counsel (who may be an employee
of the Company or the Guarantor) stating that all legal conditions precedent to
the right of the Company to redeem the Securities pursuant to such paragraph
have occurred.

           (c) The Company shall, except as set forth in the succeeding
paragraph, redeem the Bearer Securities as a whole but not in part, at 100% of
their principal amount, together with interest accrued to the date fixed for
redemption, after determining, based on a written opinion of counsel, that any
certification, identification or information reporting requirement of United
States law or regulation with regard to the nationality, residence or identity
of a beneficial owner of a Bearer Security who is a United States Alien (as
defined in Section 2 hereof) would be applicable to a payment of principal of,
premium, if any, or interest on a Bearer Security or coupon appertaining thereto
made outside the United States by the Company or a paying agent (other than a
requirement (a) which would not be applicable to a payment made (i) directly to
the beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which could be satisfied by the holder, custodian,
nominee or other agent certifying that the beneficial owner is a United States
Alien, provided, however, in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to the beneficial owner is not
otherwise subject to any requirement referred to in this sentence). The Company
shall make such determination and will notify the Fiscal Agent thereof as soon
as practicable, stating in the notice the effective date of such certification,
identification, or information reporting requirement and the dates within which
the redemption shall occur, and the Fiscal Agent shall give prompt notice
thereof in accordance with the Fiscal Agency Agreement. The Company shall
determine the redemption date by notice to the Fiscal Agent at least 75 days
before the redemption date, unless shorter notice is acceptable to the Fiscal
Agent. Such redemption of the Bearer Securities must take place on such date,
not later than one year after the publication of the initial notice of the
Company's determination of the existence of such certification, identification
or information reporting requirement. The Company shall not so redeem the Bearer
Securities, however, if the Company shall, based on a subsequent event,
determine, based on a written opinion of counsel, not less than 30 days prior to
the date fixed for redemption, that no payment would be subject to any
requirement described above, in which case the Company shall notify the Fiscal
Agent, which shall give prompt notice of that determination in accordance with
the Fiscal Agency Agreement and any earlier redemption notice shall thereupon be
revoked and of no further effect.

      Notwithstanding the next preceding paragraph, if and so long as the
certification, identification or information reporting requirement referred to
in the next preceding paragraph would be fully satisfied by payment of United
States withholding, backup withholding or similar taxes, the Company may elect,
prior to the giving of the notice of redemption and in lieu of redemption of the
Bearer Securities, to have the provisions of this paragraph apply in lieu of the
provisions of the next preceding paragraph. In that event, the Company will pay
such Additional Amounts (without regard to Section 2 hereof) as are necessary in
order that, following the effective date of such requirements, every net payment
made outside the United States by the Company or a related paying agent of the
principal of, premium, if any, and interest on a Bearer Security or a coupon
appertaining thereto to a holder who is a United States Alien (without
requirement of any certification, identification or information reporting
requirement as to the nationality, residence or identity of such holder), after
deduction for United States withholding, backup withholding or similar taxes
(other than withholding, backup withholding or similar taxes (i) which would not
be applicable in the circumstances referred to in the second parenthetical
clause of the first sentence of the preceding paragraph or (ii) are imposed as a
result of presentation of such Bearer Security or coupon for payment more than
10 days after the date on which such payment becomes due and payable or on which
payment thereof is duly provided for, whichever is later), will not be less than
the amount provided in the Bearer Security or coupon to be due and payable. If
the Company elects to pay such Additional Amounts and as long as it is obligated
to pay such Additional Amounts, the Company may subsequently redeem the Bearer
Securities, at any time, in whole but not in part, upon not more than 60 days
nor less than 30 days notice, at 100% of their principal amount, plus accrued
interest to the date fixed for redemption and Additional Amounts, if any.

           (d) Each Security is subject to redemption in whole or in part (which
shall be in a principal amount hereof which is U.S. $1,000 or an integral
multiple thereof) at the option of the holder thereof on any Holder Redemption
Date (as defined below) at a redemption price equal to 100% of the principal
amount thereof, together with accrued interest, if a Redemption Event shall
occur or have occurred. For purposes hereof a "Redemption Event" shall have
occurred if the Company's Common Stock (or other equity securities into which
Securities are then convertible) is neither listed for trading on a United
States national securities exchange nor approved for trading on an established
automated over-the-counter trading market in the United States. The "Holder
Redemption Date" with respect to any Redemption Event shall be the ninetieth day
after the later of the Exchange Date or the Redemption Event.

      Notwithstanding the fact that a Security or a portion thereof is called
for redemption by the Company, each holder of a Security desiring to exercise
the option for redemption set forth in this Section 3(d) shall, as a condition
to such redemption, on or before the close of business on the fifth day prior to
the Holder Redemption Date, surrender the Security to be redeemed in whole or in
part together with the redemption notice hereon duly executed at the place or
places specified in the notice required by Section 3(e) and otherwise comply
with the provisions of Section 3(f). A holder of a Security who has tendered a
redemption notice (i) will be entitled to revoke its election by delivering a
written notice of such revocation together with the holder's non-transferable
receipt for such Security to the office or agency of the Company designated as
the place for the payment of the Securities to be so redeemed on or before the
Holder Redemption Date and (ii) will retain the right to convert its Securities
into shares of Common Stock of the Company or exchange its Securities for shares
of Common Stock of the Guarantor pursuant to the Exchange Option on or before
the Holder Redemption Date.

           (e) Notice of redemption will be given by publication in Authorized
Newspapers (as defined in the Fiscal Agency Agreement) in the City of New York
and in London, and, so long as the Securities are listed on the Luxembourg Stock
Exchange, in Luxembourg, and by mail to holders of Registered Securities, in
each case in the English language, all as provided in the Fiscal Agency
Agreement. In the case of a redemption in whole at the option of the Company,
notice will be given once not more than 60 nor less than 30 days prior to the
date fixed for redemption. In the case of a partial redemption at the option of
the Company, notice will be given twice, the first such notice to be given not
more than 75 nor less than 60 days prior to the date fixed for redemption and
the second such notice to be given not more than 60 nor less than 30 days prior
to the date fixed for redemption. In the case of a redemption by the Company at
the option of a holder of a Security pursuant to Section 3(d) hereof, notice
will be given by the Fiscal Agent setting forth the information described below
not later than 10 days after the later of the Exchange Date or the occurrence of
a Redemption Event. Neither the failure to give notice nor any defect in any
notice given to any particular holder of a Security shall affect the sufficiency
of any notice with respect to other Securities.

      Notices relating to the redemption of Securities whether at the option of
the Company or the holder thereof shall specify: the date fixed for redemption
or the Holder Redemption Date, as the case may be; the redemption price; the
place or places of payment; and that payment will be made upon presentation and
surrender of the Securities to be redeemed, together, in the case of a Bearer
Security, with all appurtenant coupons, if any, maturing subsequent to the date
fixed for redemption; that interest accrued to the date fixed for redemption;
(unless the redemption date is an interest payment date) will be paid as
specified in said notice; and that on and after said date interest thereon will
cease to accrue. In the case of a redemption by the Company at the option of the
holder of a Security pursuant to Section 3(d), the notices given by the Fiscal
Agent informing a holder of such holder's entitlement to redeem shall also
specify that a holder electing redemption will be entitled to revoke its
election by delivering a written notice of such revocation, together with the
holder's non-transferable receipt for such Security, to the agency designated by
the Company as the place for the payment of the Securities to be so redeemed not
later than the fifth day prior to the Holder Redemption Date. In the case of a
redemption in part at the option of the Company, notices shall specify the
aggregate principal amount of Securities to be redeemed and the aggregate
principal amount of Securities outstanding after such partial redemption. The
first notice shall specify the last date on which exchanges or transfers of
Securities may be made, and the second notice shall specify the serial numbers
of the Securities and the portions thereof called for redemption. In the case of
a redemption in whole or in part by the Company, notices shall specify the date
the conversion privilege expires in accordance with Section 4(a) hereof. Such
notices shall also state that the conditions precedent, if any, to such
redemption have occurred.

           (f) If (i) notice of redemption has been given in the manner set
forth in Section 3(e) hereof with respect to Securities to be redeemed at the
option of the Company, or (ii) notice of redemption has been given by the holder
of a Security to be redeemed pursuant to Section 3(d) hereof, the Securities so
to be redeemed shall become due and payable on the applicable redemption date
specified in such notice and upon presentation and surrender of the Securities
at the place or places specified in the notice given by the Company with respect
to such redemption, together in the case of Bearer Securities with all
appurtenant coupons, if any, maturing subsequent to the redemption date, the
Securities shall be paid and redeemed by the Company, at the places and in the
manner and currency herein specified and at the redemption price together with
accrued interest, if any, to the redemption date; provided, however, that
interest due in respect of coupons maturing on or prior to the redemption date
shall be payable only upon the presentation and surrender of such coupons (at an
office or agency located outside of the United States of America). 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 amount otherwise payable 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 Fiscal Agent if they are furnished with
such security or indemnity as they may require to save each of them and each
other paying agency of the Company harmless. From and after the redemption date,
if monies for the redemption of Securities shall have been available at the
principal corporate trust office of the Fiscal Agent for redemption on the
redemption date, the Securities shall cease to bear interest, the coupons for
interest appertaining to Bearer Securities maturing subsequent to the redemption
date shall be void, and the only right of the holders of such Securities shall
be to receive payment of the redemption price together with accrued interest
(unless the redemption date is an interest payment date) to the redemption date
as aforesaid. If monies for the redemption of the Securities are not made
available for payment until after the redemption date, the Securities shall not
cease to bear interest until such monies have been so made available.

      4.   Conversion.

           (a) Subject to and upon compliance with the provisions of the Fiscal
Agency Agreement, a holder of Securities (other than Restricted Securities) is
entitled, at his option, at any time on or after the later of (i) July 15, 1995,
or (ii) the Exchange Date (as defined in the Fiscal Agency Agreement) and a
holder of Restricted Securities is entitled at his option at any time after the
latest of (i) July 15, 1995, (ii) the Exchange Date or (iii) the Registration
Date (as defined in the Fiscal Agency Agreement), and in each case on or before
the close of business on May 1, 2000, or in case a Security or a portion thereof
is called for redemption by the Company, or the holder thereof elects to have
such Security or a portion thereof redeemed by the Company pursuant to Section
3(d) hereof, then in respect of such Security or such portion thereof until and
including, but (unless the Company and the Guarantor default in making the
payment due upon redemption) not after, the close of business on the date that
is 15 days (or if such day is a non-business day as described in Section 11
hereof in New York City, then the next business day) preceding the date fixed
for redemption, to convert such Security (or any portion of the principal amount
hereof which is U.S. $1,000 or an integral multiple thereof), at the principal
amount thereof, or of such portion, into fully paid and nonassessable shares
(calculated as to each conversion to the nearest 1/1000 of a share) of Common
Stock of the Company ("Common Stock") at a Conversion Price equal to U.S. $17.92
aggregate principal amount of Securities for each share of Common Stock (the
"Conversion Price") (or at the current adjusted Conversion Price if an
adjustment has been made as provided herein) by surrender of the Security, or in
the case of a Security submitted for redemption pursuant to Section 3(d) hereof
satisfactory evidence of such submission, together with (i) if a Bearer
Security, all unmatured coupons and any matured coupons in default appertaining
thereto, and if a Registered Security (if so required by the Company or the
Fiscal Agent), instruments of transfer in form satisfactory to the Company and
the Fiscal Agent, duly executed by the registered holder or by his duly
authorized attorney and (ii) the conversion notice hereon duly executed (a) at
the Corporate Trust Office of the Fiscal Agent, or at such other office or
agency of the Company as may be designated by it for such purpose in the City of
New York, or (b) subject to any laws or regulations applicable thereto and
subject to the right of the Company to terminate the appointment of any such
conversion agency, at the offices of Chemical Bank, Chemical Bank House, 125
London Wall, London EC2Y 5AJ, England, and Banque Internationale a Luxembourg,
69, route d'Esch, L-1470 LuxembourgVille, Luxembourg, or at such other offices
or agencies as the Company may designate.

           (b) In the case of a conversion after the close of business on a
Record Date next preceding any interest payment date and on or before the
opening of business on such interest payment date, the holder of record of a
Registered Security at such Record Date is to receive an installment of interest
on the interest payment date. No payment or adjustment is to be made on
conversion for dividends on the Common Stock delivered on conversion. Except as
set forth in the first sentence of this subsection (b), accrued interest from
the immediately preceding interest payment date until the date of conversion
(together with Additional Amounts, if any, thereon) will be paid to the holder
within five business days after presentment for conversion. No fractions of
shares or scrip representing fractions of shares will be issued or delivered on
conversion, but instead of any fractional interest the Company shall pay a cash
adjustment as provided in the Fiscal Agency Agreement. Such conversion shall be
so effected by the Company, except payment of accrued interest (together with
Additional Amounts, if any, thereon) which will be paid by the Paying Agent.

      (c) (i) In case at any time the Company shall pay or make a dividend or
    other distribution on any class of capital stock of the Company in Common
    Stock, the Conversion Price in effect at the opening of business on the day
    following the date fixed for the determination of stockholders entitled to
    receive such dividend or other distribution shall be reduced so that the
    same shall equal the price determined by multiplying such Conversion Price
    by a fraction of which 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 the denominator shall be the sum of such number of shares
    and the total number of shares constituting such dividend or other
    distribution, such adjustment to become effective immediately after the
    opening of business on the day following the date fixed for such
    determination.

           (ii) In case at any time the Company shall (A) subdivide its
    outstanding Common Stock, (B) combine its outstanding Common Stock into a
    smaller number of shares, or (C) issue by reclassification of its Common
    Stock (including any such reclassification in connection with a
    consolidation or merger in which the Company is the continuing corporation)
    any shares, the Conversion Price in effect at the effective date of such
    subdivision, combination or reclassification shall be proportionately
    adjusted so that the holder of any Security surrendered for conversion after
    such time shall be entitled to receive the aggregate number and kind of
    shares which, if such Security had been converted immediately prior to such
    time, the holder would have owned upon such conversion and been entitled to
    receive upon such subdivision, combination or reclassification. Such
    adjustment shall be made successively whenever any event listed above shall
    occur.

           (iii)In case at any time the Company shall fix a record date for the
    issuance of rights or warrants to all holders of its Common Stock entitling
    them to subscribe for or purchase shares of Common Stock at a price per
    share less than the current market price per share (determined as provided
    in paragraph (v) of this subsection (c)) of the Common Stock on such record
    date, the Conversion Price in effect at the opening of business on the day
    following such record date, shall be reduced so that the same shall equal
    the price determined by multiplying such Conversion Price by a fraction of
    which the numerator shall be the number of shares of Common Stock
    outstanding at the close of business on such record date 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 the denominator
    shall be the number of shares of Common Stock outstanding at the close of
    business on such record date plus the number of shares of Common Stock so
    offered for subscription or purchase, such reduction to become effective
    immediately after the opening of business on the day following such record
    date. Such reduction shall be made successively whenever such a record date
    is fixed; and in the event that such rights or warrants are not so issued,
    the Conversion Price shall again be adjusted to be the Conversion Price
    which would then be in effect if such record date had not been fixed.

           (iv) In case at any time the Company shall fix a record date for the
    making of a distribution, by dividend or otherwise, to all holders of its
    Common Stock, of evidences of its indebtedness or assets (including
    securities, but excluding any dividend or distribution referred to in
    paragraph (i) of this subsection (c), any rights or warrants referred to in
    paragraph (iii) of this subsection (c), and any dividend or distribution
    paid in cash out of the retained earnings of the Company), then in each such
    case the Conversion Price in effect after such record date shall be
    determined by multiplying the Conversion Price in effect immediately prior
    to such record date by a fraction, of which the numerator shall be the total
    number of outstanding shares of Common Stock multiplied by the current
    market price per share of Common Stock (as defined in paragraph (v) of this
    subsection (c)) on such record date, less the fair market value (as
    determined by the Board of Directors of the Company, whose determination
    shall be conclusive and described in a statement filed with the Fiscal
    Agent) of the portion of the assets or evidences of indebtedness so to be
    distributed, and of which the denominator shall be the total number of
    outstanding shares of Common Stock multiplied by such current market price
    per share of Common Stock. Such adjustment shall be made successively
    whenever such a record date is fixed; and in the event that such
    distribution is not so made, the Conversion Price shall again be adjusted to
    be the Conversion Price which would then be in effect if such record date
    had not been fixed.

           (v) For the purpose of any computation under paragraphs (iii) and
    (iv) of this subsection (c), the current market price per share of Common
    Stock on any date shall be deemed to be the average of the Closing Prices
    for the 15 consecutive days upon which the principal trading market for the
    Common Stock is open selected by the Company commencing not less than 20 nor
    more than 30 days before the day in question. The Closing Price for any day
    shall be the last reported sales prices regular way or, in case no such
    reported sale takes place on such day, the average of the reported closing
    bid and asked prices regular way, in either case on the American Stock
    Exchange or, if the Common Stock is not listed or admitted to trading on
    such Exchange, on the principal national securities exchange on which the
    Common Stock is listed or admitted to trading or, if not listed or admitted
    to trading on any national securities exchange, the closing sale price
    quoted on the NASDAQ National Market System, or if not so quoted, as
    determined by the Company.

           (vi) The Company may make such adjustments in the Conversion Price,
    in addition to those required by paragraphs (i), (ii) and (iii) of this
    section, as it considers to be advisable in order that any event treated for
    United States Federal income tax purposes as a dividend of stock or stock
    rights shall not be taxable to the recipients.

           (vii)No adjustment in the Conversion Price shall be required unless
    such adjustment would require an increase or decrease of at least
    twenty-five cents ($0.25) in such Conversion Price; provided, however, that
    any adjustment which by reason of this paragraph (vii) is not required to be
    made shall be carried forward and taken into account in any subsequent
    adjustment. All calculations under this subsection (c) shall be made to the
    nearest cent or to the nearest 1/1000 of a share, as the case may be.

           (d) Whenever the Conversion Price is adjusted and in the event of
certain other corporate actions, as herein provided, the Company shall give
notice, all as provided in the Fiscal Agency Agreement.

           (e) The Company shall in good faith file, promptly following the
issuance hereof, a registration statement with the U.S. Securities and Exchange
Commission covering the resale of shares of Common Stock issuable upon
conversion of the Restricted Securities. The Company shall in good faith use its
best efforts to cause such registration statement to be declared effective as
promptly as practicable thereafter and shall in good faith use its best efforts
(i) to cause all registrations with, and to obtain any approvals by, any
governmental authority under any Federal or state law of the United States that
may be required before the shares of Common Stock may be lawfully issued or
transferred and delivered, (ii) to maintain the effectiveness of such
registrations for such period of time until Rule 144(k) under the Securities Act
of 1933 is available for the resale of the shares of Common Stock issuable upon
conversion of the Restricted Securities and (iii) to list the shares of Common
Stock required to be issued or delivered upon conversion of the Securities prior
to such issue or delivery on each national securities exchange on which the
outstanding Common Stock is listed at the time of such delivery.

           (f) The Company shall, from and after the date on which the
Securities are convertible into Common Stock, have reserved and available, free
from preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock then issuable upon the conversion of all Securities. The Company
covenants that all shares of Common Stock which may be issued or delivered upon
conversion of Securities will upon issue be fully paid and nonassessable.

           (g) In case of any consolidation with, or merger of the Company into,
any other corporation, or in case of any merger of another corporation into the
Company (other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Company), or in case of any sale or transfer of all or substantially all of
the assets of the Company (which shall not include the sale or transfer of any
portion of the assets of the Company to any corporation which, immediately
following such transfer is at least 51%-owned by the Company, provided that such
sale or transfer does not result in the reclassification, conversion, exchange
or cancellation of outstanding shares of Common Stock of the Company), the
corporation formed by such consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall execute and deliver to the
Fiscal Agent an amendment to the Fiscal Agency Agreement providing that the
holder of each Security shall have the right during the period such Security
shall be convertible as specified in section (a) hereof to convert such Security
only into the kind and amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger, sale or transfer
assuming, if such consolidation, merger, sale or transfer is prior to the period
such Security shall be convertible as specified in subsection (a) hereof, that
the Securities were convertible at such time at the initial Conversion Price as
adjusted from May 4, 1995 to such time pursuant to paragraphs (i), (ii), (iii),
(iv) and (vi) of subsection (c) hereof. Such amendment shall provide for
adjustments which, for events subsequent to the effective date of such
amendment, shall be as nearly equivalent as may be practicable to the
adjustments provided for herein. The above provisions of this subsection shall
similarly apply to successive consolidations, mergers, sales or transfers.

      5.   Events of Default.

      In the event that any of the following ("Events of Default") shall occur
and be continuing:

           (a) the Company shall fail to pay when due the principal of, or
premium, if any, on any of the Securities whether at maturity or upon redemption
or otherwise; or

           (b) the Company shall fail to pay any installment of interest (or
Additional Amounts as described in Section 2 hereof) on any of the Securities
for a period of 10 days after the date when due; or

           (c) the Company shall fail duly to perform or observe any other term,
covenant or agreement contained in any of the Securities or in the Fiscal Agency
Agreement or the Guarantor shall fail duly to perform or observe any term,
covenant or agreement contained in a Guarantee endorsed on any of the Securities
or in the Fiscal Agency Agreement, for a period of 60 days after the date on
which written notice of such failure, requiring the Company or the Guarantor, as
the case may be, to remedy the same, shall first have been given to the Company,
the Guarantor and the Fiscal Agent by the holders of at least 25% in aggregate
principal amount of the Securities at the time outstanding; provided, however,
that in the event the Company or the Guarantor shall within the aforesaid period
of 60 days commence legal action in a court of competent jurisdiction seeking a
determination that the Company had not failed to duly perform or observe the
term or terms, covenant or covenants or agreement or agreements specified in the
aforesaid notice, or the Guarantor had not failed to duly perform or observe the
term or terms, covenant or covenants or agreement or agreements specified in the
aforesaid notice, such failure shall not be an Event of Default unless the same
continues for a period of 10 days after the date of any final determination to
the effect that the Company or the Guarantor had failed to duly perform or
observe one or more of such terms, covenants or agreements; or

           (d) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Guarantor or the Company in an involuntary
case or proceeding under any applicable bankruptcy, insolvency, reorganization
or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Guarantor or the Company or for any substantial part of the property of
either of them, or ordering the winding-up or liquidation of the affairs of
either of them and such decree or order shall remain unstayed and in effect for
a period of 20 consecutive days; or

           (e) the Guarantor or the Company shall commence a voluntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall consent to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or similar official) of the Guarantor or the
Company, as the case may be, or for any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or shall admit
in writing its inability to pay its debts as they become due or shall take any
corporate action in furtherance of any of the foregoing; or

           (f) an event of default, as defined in any indenture or instrument
evidencing or under which the Company shall have outstanding at least
$10,000,000 (or its equivalent in another currency) in aggregate principal
amount of indebtedness for borrowed money, shall happen and be continuing and
such default shall involve the failure to pay the principal of such indebtedness
(or any part thereof), when due and payable after the expiration of any
applicable grace period with respect thereto, or such indebtedness shall have
been accelerated so that the same shall be or become due and payable prior to
the date on which the same would otherwise have become due and payable, and
failure to pay shall not have been cured by the Company within 20 days after
such failure or such acceleration shall not be rescinded or annulled within 20
days after notice thereof shall have first been given to the Company; provided
that if such event of default under such indenture or instrument shall be
remedied or cured by the Company or waived by the holders of such indebtedness,
then the Event of Default hereunder by reason thereof shall be deemed likewise
to have been thereupon remedied, cured or waived without further action upon the
part of any of the holders of Securities;

then the holder of this Security may, at such holder's option, declare the
principal of this Security and the interest accrued hereon (and Additional
Amounts under Section 2 hereof, if any, thereon) to be due and payable
immediately by written notice to the Company, the Guarantor and the Fiscal
Agent, and if any such Event of Default shall continue at the time of receipt of
such written notice, the principal of this Security and the interest accrued
hereon (and Additional Amounts, if any, hereon) shall become immediately due and
payable, subject to the proviso of subsection (c) of this Paragraph 5. Upon
payment of such amount of principal, premium, if any, and interest (and
Additional Amounts pursuant to Section 2 hereof, if any), all of the Company's
obligations in respect of payment of principal of and interest on (and
Additional Amounts, if any, on) this Security shall terminate. Interest on
overdue principal, premium, if any, and interest (and Additional Amounts, if
any) shall accrue from the date on which such principal, premium, if any, and
interest (and Additional Amounts, if any) was due and payable to the date such
principal and interest (and Additional Amounts, if any) is paid or duly provided
for, at the rate borne by the Securities (to the extent payment of such interest
shall be legally enforceable).

      6.   Merger, Consolidation, Sale, Conveyance or Assumption.

           (a) The Company will not merge or consolidate with, or sell or convey
all or substantially all of its assets to, any other corporation, unless (i)
either (A) the Company shall be the surviving corporation in the case of a
merger, (B) the assets sold or conveyed shall be owned by a corporation which,
immediately following such sale or conveyance, is at least 51%-owned by the
Company, provided that such sale or conveyance does not result in the
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company, or (C) (I) the surviving, resulting or transferee
corporation shall expressly assume the due and punctual payment (including
Additional Amounts pursuant to Section 2 hereof, if any) of all the Securities,
according to their tenor, and the due and punctual performance of all of the
covenants and obligations of the Company under the Securities, the coupons and
the Fiscal Agency Agreement, by supplemental agreement reasonably satisfactory
to the Fiscal Agent, (II) immediately after such merger, consolidation, sale or
conveyance, the Securities will not be subject to United States Federal estate
tax as a result thereof, if held by a person who at the time of death is not a
citizen or resident of the United States unless such successor corporation shall
have agreed, by supplemental agreement, to indemnify the persons liable therefor
for the amount of United States Federal estate tax attributable and paid in
respect of any Securities includable in the gross estate of a person who at the
time of death is not a citizen or resident of the United States or unless the
Securities would be subject to United States Federal estate tax immediately
prior to such merger, consolidation, sale or conveyance if held by a person who
at the time of death is not a citizen or resident of the United States, and
(III) the Fiscal Agent shall have received the documentation required in the
context by the Fiscal Agency Agreement, (ii) the surviving, resulting or
transferee corporation, if not organized and validly existing under the laws of
the United States, shall expressly agree to make payments under the Securities
free of any deduction or withholding for or on account of taxes, levies, imposts
and charges whatsoever imposed by or for the account of the jurisdiction where
such successor corporation is generally subject to taxation (or any political
subdivision or taxing authority thereof or therein) in a manner equivalent to
that set forth herein, subject to the exceptions contained in such forms of the
Securities, and (iii) the Company or such successor corporation, as the case may
be, shall not, immediately after such merger, consolidation, sale or conveyance,
be in default in the performance of any covenants or obligations of the Company
under the Securities or the Fiscal Agency Agreement. In calculating the amount
of tax attributable to any Securities for purposes of sub-clause (II) above in
accordance with the provisions of the Internal Revenue Code of 1986, as amended,
the gross estate of the decedent shall be deemed to include only Securities
issued under the Fiscal Agency Agreement.

           (b) Upon any merger, consolidation, sale, conveyance or assumption as
provided in Section 6(a), the successor or assuming corporation shall succeed to
and be substituted for, and may exercise every right and power of and be subject
to all the obligations of, the Company under the Securities and Fiscal Agency
Agreement, with the same effect as if such successor or assuming corporation had
been named as the Company therein and herein and the Company shall be released
from its obligations as obligor under the Securities and Fiscal Agency
Agreement; provided that any successor or assuming corporation shall have the
right to redeem the Securities pursuant to Section 3(b) hereof only as a result
of circumstances which occur subsequent to such merger, consolidation, sale,
conveyance or assumption and as a result of which the Company would have had
such right if the Company had remained the obligor on the Securities.

      7. Agreement of Subordination of Securities.

           (a) The Company, for itself, its successors and assigns, covenants
and agrees, and each holder of Securities by his acceptance thereof, likewise
covenants and agrees that the payment of the principal, premium, if any, and
interest (and Additional Amounts pursuant to Section 2 hereof) on each and all
of the Securities is hereby expressly subordinated, to the extent and in the
manner hereinafter set forth, in right of payment to the prior payment in full
of all Superior Indebtedness of the Company.

      "Superior Indebtedness of the Company" shall mean the principal of,
premium, if any, and interest on the following whether outstanding at the date
hereof or hereafter incurred or created:

                (i) any indebtedness of the Company (other than the Securities,
        any indebtedness of the Company to the Guarantor and indebtedness
        ranking pari passu with the Securities) for money borrowed by the
        Company (including purchase money obligations and obligations to
        reimburse any bank or other person in respect of amounts paid under
        letters of credit), whether or not evidenced by debentures, bonds, notes
        or other corporate debt securities or similar instruments issued by the
        Company; provided, however, that Superior Indebtedness shall not include
        the Company's 3.875% Subordinated Convertible Note due 2000, the
        obligations represented by which shall rank pari passu with the
        obligations represented hereby in right of payment;

                (ii) leases for real property, equipment or other assets used in
        the Company's business, which leases are capitalized in the Company's
        financial statements in accordance with generally accepted accounting
        principles;

                (iii)commitment,  standby and other fees due and
        payable to financial institutions with respect to credit
        facilities available to the Company;

                (iv) obligations under interest rate and currency swaps, floors,
        caps or other similar arrangements intended to fix or hedge interest
        rate obligations or currency exposure;

                (v) indebtedness secured by any mortgage, pledge, lien or other
        encumbrance existing on property which is owned or held by the Company
        subject to such mortgage, pledge, lien or other encumbrance, whether or
        not the indebtedness secured thereby shall have been assumed by the
        Company;

                (vi) obligations of the Company constituting a guarantee of
        indebtedness of or joint obligation with another or others which would
        be included in the preceding clauses (i), (ii), (iii), (iv) and (v) if
        an obligation of the Company; or

                (vii)renewals, extensions or refunding of any of the
        indebtedness, leases, fees or obligations referred to in the preceding
        clauses (i), (ii), (iii), (iv), (v) or (vi);

provided that Superior Indebtedness shall not include (A) any particular
indebtedness, lease, fee, obligation, renewal, extension or refunding if, under
the express provisions of the instrument creating or evidencing the same, or
pursuant to which the same is outstanding, such indebtedness, lease, fee or
obligation or such renewal, extension or refunding thereof is stated to be not
superior in right to payment to the Securities, and (B) the Securities.

           (b) (i) In the event of any insolvency or bankruptcy proceedings, or
any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Company or to its creditors, in their
capacity as such creditors, or to its property, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of the
Company, whether or not involving insolvency or bankruptcy, or in the event of
any assignment for the benefit of creditors of the Company or any marshaling of
assets of the Company, then the holders of Superior Indebtedness of the Company
shall first be entitled to receive payment in full of the principal of (and
premium, if any) and interest, including interest thereon accruing after the
commencement of any such proceeding, on all Superior Indebtedness of the Company
before the holders of any of the Securities shall be entitled to receive any
payment on account of the principal, premium, if any or interest (or Additional
Amounts pursuant to Section 2 hereof) on the Securities, and to that end the
holders of Superior Indebtedness of the Company shall be entitled to receive for
application in payment thereof any payment or distribution of any kind or
character, whether in cash, property or securities, which may be payable or
deliverable in any such proceedings in respect of the Securities, other than
securities of the Company as reorganized or readjusted or securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in this Section 7 with respect to the Securities, to the payment of all
Superior Indebtedness of the Company, provided that the rights of the holders of
Superior Indebtedness of the Company are not altered by such reorganization or
readjustment. For the purposes of this Section 7, no consolidation, merger,
conveyance or transfer made pursuant to the provisions of Section 6 shall be
deemed to be a liquidation, reorganization, dissolution or other winding up of
the Company.

                (ii) If under the circumstances set forth in paragraph (i) of
this subsection, and notwithstanding the provisions thereof, any payment or
distribution of assets of the Company of any kind, whether in cash, property or
securities (other than securities of the Company as reorganized or readjusted or
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinated, at least to
the extent provided in this Section 7 with respect to the Securities, to the
payment of all Superior Indebtedness of the Company, provided that the rights of
the holders of Superior Indebtedness of the Company are not altered by such
reorganization or readjustment), shall be received by the holders of the
Securities before the principal of (and premium, if any) and interest on all
Superior Indebtedness of the Company is paid in full, such payment or
distribution shall be paid over to the holders of Superior Indebtedness of the
Company ratably, for application to the payment of the principal of (and
premium, if any) and interest on all Superior Indebtedness of the Company
remaining unpaid until all the principal of (and premium, if any) and interest
on Superior Indebtedness of the Company shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Superior Indebtedness of the Company.

                (iii)Upon any distribution of assets of the Company referred to
in this Section, the holders of Securities shall be entitled to rely upon any
final order or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
and the holders of Securities shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
holders of Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Superior Indebtedness of
the Company 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 this Section.

           (c) (i) Upon the maturity of any Superior Indebtedness of the Company
by lapse of time, acceleration or otherwise, all principal thereof (and premium,
if any) and interest due thereon, including interest thereon accruing after the
commencement of any proceeding of the type referred to in paragraph (i) of
Section 7(b) above, shall first be paid in full, or such payment duly provided
for in cash, before any payment, directly or indirectly, is made on account of
the principal, premium, if any, or interest (or Additional Amounts pursuant to
Section 2 hereof) on the Securities.

                (ii) Upon the happening of an event of default with respect to
any Superior Indebtedness of the Company, as defined therein or in the
instrument under which it is outstanding, permitting the holders to accelerate
the maturity thereof, then, unless and until such event of default shall have
been cured or waived or shall have ceased to exist, no payment shall be made by
the Company, directly or indirectly, on account of the principal, premium, if
any, or interest (or Additional Amounts pursuant to Section 2 hereof) on the
Securities.

           (d) In case cash, securities, or other property otherwise payable or
deliverable to the holders of the Securities shall have been applied, pursuant
to Sections 7(b) or (c), to the payment of Superior Indebtedness of the Company,
then, upon the payment in full of the principal of (and premium, if any) and
interest on all Superior Indebtedness of the Company, the holders of the
Securities shall be subrogated to any rights of any holders of Superior
Indebtedness of the Company to receive any further payment or distributions
applicable to Superior Indebtedness of the Company until the principal, premium,
if any, and interest (and Additional Amounts pursuant to Section 2 hereof) on
the Securities shall have been paid in full, and such payments or distributions
received by the holders of the Securities, by reason of such subrogation, of
cash, securities or other property which otherwise would be paid or distributed
to the holders of Superior Indebtedness of the Company shall, as between the
Company and its creditors other than the holders of Superior Indebtedness of the
Company, on the one hand, and the holders of the Securities, on the other hand,
be deemed to be a payment by the Company on account of Superior Indebtedness of
the Company and not on account of the Securities.

           (e) No present or future holder of any Superior Indebtedness of the
Company shall be prejudiced in any way in the right to enforce the subordination
of the Securities by any act or failure to act on the part of the Company. The
provisions of this Section are solely for the purpose of defining the relative
rights of the holders of Superior Indebtedness of the Company, on the one hand,
and the holders of the Securities, on the other hand, against the Company and
its assets, and nothing contained in this Section shall impair, as between the
Company and the holder of any Security, the obligation of the Company, which is
unconditional and absolute, to pay to the holder thereof the principal thereof,
premium, if any, and interest (and Additional Amounts pursuant to Section 2
hereof) thereon as and when the same shall become due and payable in accordance
with the terms thereof, or prevent the holder of any Security, upon default
hereunder or under such Security, from exercising all rights, powers and
remedies otherwise provided herein or therein or by applicable law, all subject
to the rights of the holders of Superior Indebtedness of the Company under this
Section to receive cash, property or securities otherwise payable or deliverable
to the holders of the Securities and coupons.

           (f) Nothing contained in this Section or in any of the Securities
shall prevent at any time, except under the conditions described in Sections
7(b) and (c) hereof or during the pendency of any dissolution, winding up,
liquidation or reorganization proceedings therein referred to, the Company from
making payments at any time of principal, premium, if any, or interest (or
Additional Amounts pursuant to Section 2 hereof) on the Securities. Nothing
contained in this Section shall prevent conversions of Securities.

      8. Replacement, Transfer and Exchange of Securities.

           (a) In case any Security shall at any time become mutilated,
destroyed, stolen or lost and such Security or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required) shall be delivered to the
Fiscal Agent, a new Security of like tenor and date with appropriate interest
coupons, if any, and having the Guarantee endorsed thereon will be issued by the
Company in exchange for the Security so mutilated, or in lieu of the Security so
destroyed, stolen or lost, but, in the case of a destroyed, stolen or lost
Security only upon receipt of evidence satisfactory to the Fiscal Agent, the
Company and the Guarantor that such Security was destroyed, stolen or lost, and
if required by the Fiscal Agent, the Company or the Guarantor, upon receipt also
of indemnity satisfactory to the Fiscal Agent, the Company and the Guarantor.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Security shall be
borne by the owner of the Security so mutilated, destroyed, stolen or lost.

           (b) As provided in the Fiscal Agency Agreement and subject to certain
limitations therein set forth, Bearer Securities (with all unmatured and matured
defaulted coupons appertaining thereto) are exchangeable at, subject to
applicable laws and regulations, the offices of the paying agencies in London
and Luxembourg or as designated by the Company for such purpose pursuant to the
Fiscal Agency Agreement, for an equal aggregate principal amount of Registered
Securities without coupons and/or Bearer Securities of authorized denominations,
and Registered Securities are exchangeable at the Corporate Trust Office of the
Fiscal Agent in the City of New York or, subject to applicable laws and
regulations, the offices of the paying agencies in London and Luxembourg or as
designated by the Company for such purpose pursuant to the Fiscal Agency
Agreement, for an equal aggregate principal amount of Registered Securities of
authorized denominations as requested by the holder surrendering the same.
Registered Securities will not be exchangeable into Bearer Securities. The
Company shall not be required (a) to exchange Bearer Securities for Registered
Securities during the period between the close of business on each April 15 and
October 15 and the opening of business on the next succeeding interest payment
date, or (b) in the event of a redemption in part, (i) to register the transfer
of Registered Securities or to exchange Bearer Securities for Registered
Securities for a period of 15 days immediately preceding the date notice is
given identifying the serial numbers of the Securities called for such
redemption; (ii) to register the transfer of or exchange any such Registered
Securities, or portion thereof, called for redemption; or (iii) to exchange any
such Bearer Securities called for redemption; provided, however, that a Bearer
Security called for redemption may be exchanged for a Registered Security which
is simultaneously surrendered, with written instruction for payment on the date
fixed for redemption, unless the date fixed for redemption is during the period
between the close of business on each April 15 and October 15 and the close of
business on the next succeeding interest payment date, in which case such
exchange may only be made prior to the close of business on April 15 or October
15 immediately preceding the date fixed for redemption. The Company shall not be
required to exchange Securities if, as a result thereof, the Company or the
Guarantor would incur adverse consequences under United States Federal income
tax laws in effect at the time of such exchange. In the event of redemption or
conversion of a Registered Security in part only, a new Security or Securities
for the unredeemed or unconverted portion hereof will be issued in the name of
the holder thereof.

           (c) The costs and expenses of effecting any exchange or registration
of transfer pursuant to the foregoing provisions, except for the expenses of
delivery by other than regular mail (if any) and except, if the Company shall so
require, the payment of a sum sufficient to cover any tax or other governmental
charge or insurance charges that may be imposed in relation thereto, will be
borne by the Company.

           (d) The Company has initially appointed as registrar and transfer
agent the Fiscal Agent acting through its principal corporate trust office in
New York. The Company has also initially appointed Banque Internationale a
Luxembourg as a transfer agent. The Company may at any time terminate the
appointment of the registrar and transfer agent and appoint additional or other
registrars and transfer agents or to approve any change in an office through
which the registrar and transfer agent acts; provided that, until all of the
Securities have been delivered to the Fiscal Agent for cancellation, or monies
sufficient to pay the Securities have been made available for payment and either
paid or returned to the Company as provided in the Securities, the Company will
maintain a registrar and a transfer agent in the City of New York in the United
States.

           (e) For purposes of the provisions of this Security and the Fiscal
Agency Agreement, any Security authenticated and delivered pursuant to the
Fiscal Agency Agreement shall, as of any date of determination, be deemed to be
"outstanding", except for:

                (i)  Securities previously canceled by the Fiscal
Agent or delivered to the Fiscal Agent for cancellation;

                (ii) Securities which have been called for redemption by the
Company in accordance with Section 3 hereof or which have become due and payable
at maturity or otherwise and with respect to which monies sufficient to pay the
principal thereof and interest thereon (including Additional Amounts, if any)
shall have been made available to the Fiscal Agent;

                (iii)Securities which have been exchanged for
shares of Common Stock of the Guarantor pursuant to the Exchange
Option; or

                (iv) Securities in lieu of or in substitution for which other
Securities have been authenticated and delivered pursuant to the Fiscal Agency
Agreement;

provided, however, that in determining whether the holders of the requisite
principal amount of outstanding Securities are present at a meeting of holders
of Securities for quorum purposes or have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or the Guarantor or any subsidiary thereof shall be disregarded
and deemed not to be outstanding.

      9.   Modifications and Amendments.

           (a) Without the consent of any holders of Securities, modifications
of or amendments to the Fiscal Agency Agreement or the Terms and Conditions of
the Securities may be made for any of the following purposes:

                (i) to evidence the succession of another corporation to the
Company or the Guarantor and the assumption by any such successor of the
covenants of the Company or the Guarantor, as the case may be, in the Fiscal
Agency Agreement, the Securities or the Guarantees;

                (ii) to add to the covenants of the Company or of the Guarantor
for the benefit of the holders of Securities or coupons, or to surrender any
right or power herein conferred upon the Company or the Guarantor;

                (iii)to permit payment of principal, premium, if any, and
interest on Bearer Securities in the United States, provided that such payment
is permitted by United States tax laws and regulations then in effect;

                (iv) to make provision with respect to the conversion rights of
holders of Securities pursuant to Section 4(g) hereof;

                (v) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Security or the Fiscal Agency Agreement, provided such action pursuant to
this clause (v) shall not materially adversely affect the interests of the
holders of Securities or coupons; or

                (vi) to permit the issuance of additional Securities pursuant to
the Fiscal Agency Agreement.

           (b) Modifications and amendments to the Fiscal Agency Agreement or to
these Terms and Conditions may be made, and future compliance with or past
default by the Company under any of the provisions thereof may be waived, with
the consent of the holders of at least a majority in aggregate principal amount
of the Securities at the time outstanding, or of such lesser percentage as may
act at a meeting of holders of Securities held in accordance with the provisions
set forth herein; provided, that no such modification, amendment or waiver may,
without the consent of the holder of each such Security affected thereby:

                (i)  waive a default in the payment of the
principal of, premium, if any, or interest on any Security;

                (ii) change the stated maturity of the principal, premium, if
any, or any installment of interest on, any Security, or reduce the principal
amount thereof or rate of interest thereon or any premium payable on the
redemption thereof, or change the obligation of the Company to pay Additional
Amounts pursuant to Section 2 hereof (except as permitted by subsection (a) of
this Section 9 or by the Fiscal Agency Agreement), or change the coin or
currency in which any Security or any premium or interest thereon is payable, or
adversely affect the right to redeem (pursuant to Section 3(d) hereof) or
convert any Securities as provided in Sections 3 and 4, respectively, or modify
the provisions of the Guarantees in a manner adverse to the holders;

                (iii)reduce the requirements of Section 10 hereof for quorum or
voting, or reduce the percentage in principal amount of the outstanding
Securities the consent of whose holders is required for any amendment or
modification of the Fiscal Agency Agreement or the Terms and Conditions of the
Securities or the consent of whose holders is required for any waiver (of
compliance with certain provisions of the Fiscal Agency Agreement or the
Securities or certain defaults hereunder and thereunder and their consequences)
provided for in these Terms and Conditions;

                (iv) change the obligation of the Company and the Guarantor to
maintain an office or agency in the City of New York and outside the United
States; or

                (v) modify any of the provisions of this section except to
increase any such percentage or to provide that certain other provisions of the
Fiscal Agency Agreement or the Securities cannot be modified or waived without
the consent of the holder of each outstanding Security affected thereby.

It shall not be necessary for any act of holders of Securities under this
Section to approve the particular form of any proposed amendment, modification
or waiver, but it shall be sufficient if such act shall approve the substance
thereof. Any modifications, amendments or waivers to the Fiscal Agency Agreement
or to these Terms and Conditions will be conclusive and binding on all holders
of the Securities and related coupons, whether or not they have given such
consent or were present at such meeting, whether or not notation of such
modifications, amendments or waivers is made upon the Securities or coupons, and
on all future holders of Securities and coupons. Any instrument given by or on
behalf of any holder of a Security in connection with any consent to any such
modification, amendment or waiver will be irrevocable once given and will be
conclusive and binding on all subsequent holders of such Security.

      10. Meetings and Votes of Holders.

           (a) A meeting of holders of Securities may be called at any time and
from time to time pursuant to this Section for any of the following purposes:
(i) to give any notice to the Company, to the Guarantor or to the Fiscal Agent,
or to give any directions to the Fiscal Agent, or to consent to the waiving of
any default hereunder and its consequences, or to take any other action
authorized to be taken by holders of Securities pursuant to these Terms and
Conditions; or (ii) to take any other action authorized to be taken by or on
behalf of the holders of any specified aggregate principal amount of the
Securities under any other provision of the Fiscal Agency Agreement, under
applicable law or under these Terms and Conditions.

           (b) Meetings of holders of Securities may be held at such place or
places in New York City or London as the Fiscal Agent or, in case of its failure
to act, the Company, the Guarantor or the holders calling the meeting shall from
time to time determine.

      The Fiscal Agent may at any time call a meeting of holders of the
Securities to be held at such time and at such place in any of such designated
locations as the Fiscal Agent shall determine. Notice of every meeting of
holders shall be made as specified in the Fiscal Agency Agreement.

      In case at any time the Company, the Guarantor or the holders of at least
25% in aggregate principal amount of the Securities shall have requested the
Fiscal Agent to call a meeting of the holders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the
Fiscal Agent shall not have given the first notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company, the Guarantor or the
holders of Securities in the amount above specified may determine the time and
the place in such designated locations for such meeting and may call such
meeting to take any action authorized herein by giving notice thereof as
provided in the Fiscal Agency Agreement.

           (c) To be entitled to vote at any meeting of holders of Securities, a
person shall be (i) a holder of one or more Securities, or (ii) a person
appointed by an instrument in writing as proxy for a holder or holders of
Securities by such holder or holders, which proxy need not be a holder of
Securities. The only persons who shall be entitled to be present or to speak at
any meeting of holders shall be the persons entitled to vote at such meeting and
their counsel and any representatives of the Fiscal Agent and its counsel and
any representatives of the Company and its counsel and any representatives of
the Guarantor and its counsel. The persons entitled to vote a majority in
principal amount of the Securities shall constitute a quorum for the transaction
of all business specified in such subsection (a) hereof. No business shall be
transacted in the absence of a quorum unless a quorum is represented when the
meeting is called to order. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of the holders of Securities, be dissolved. In any other case the
meeting shall be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such adjourned
meeting. Notice of the reconvening of any adjourned meeting shall be given as
provided in the Fiscal Agency Agreement. Subject to the foregoing, at the
reconvening of any meeting adjourned for a lack of a quorum the persons entitled
to vote 25% in principal amount of the Securities shall constitute a quorum for
the taking of any action set forth in the notice of the original meeting. Notice
of the reconvening of an adjourned meeting shall state expressly the percentage
of the aggregate principal amount of the Securities that shall constitute a
quorum. At a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid, any resolution and all matters (except as
limited by Section 9 of these Terms and Conditions) shall be effectively passed
and decided if passed or decided by the persons entitled to vote a majority in
principal amount of the Securities represented and voting at such meeting,
provided that such amount shall be not less than 25% in principal amount of the
Securities outstanding. Any holder of a Security who has executed an instrument
in writing appointing a person as his proxy shall be deemed to be present for
the purposes of determining a quorum and be deemed to have voted; provided,
however, that such holder shall be considered as present or voting only with
respect to the matters covered by such instrument in writing. Any resolution
passed or decision taken at any meeting of the holders of Securities duly held
in accordance with this Section 10 shall be binding on all the holders of
Securities whether or not present or represented at the meeting.

           (d) The Fiscal Agent may make such reasonable regulations as it may
deem advisable for any meeting of holders of Securities in regard to proof of
the holding of Securities and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Bearer Securities shall be proved by the production of the Bearer Securities
or by a certificate executed, as depositary, by, and the appointment of any
proxy shall be proved by having the signature of the person executing the proxy
witnessed or guaranteed by, in each case, any trust company, bank or banker
satisfactory to the Fiscal Agent. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified herein or other proof. The holding of
Registered Securities shall be proved by the registry books maintained in
accordance with the Fiscal Agency Agreement or by a certificate or certificates
of the Fiscal Agent in its capacity as the Company's agent for the maintenance
of such books.

           (e) The Fiscal Agent shall, by an instrument in writing, appoint a
temporary chairperson of the meeting, unless the meeting shall have been called
by the Company, the Guarantor or by the holders of Securities as provided herein
and in the Fiscal Agency Agreement, in which case the Company, the Guarantor or
the holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairperson. A permanent chairperson and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Securities represented at the meeting and entitled to
vote. At any meeting each holder or proxy shall be entitled to one vote for each
U.S. $1,000 principal amount of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Securities challenged as not outstanding and ruled by the chairperson of the
meeting to be not outstanding. The chairperson of the meeting shall have no
right to vote, except as a holder or proxy. Any meeting of holders of Securities
duly called at which a quorum is present may be adjourned from time to time by
vote of the holders (or proxies for the holders) of a majority in principal
amount of the Securities represented at the meeting and entitled to vote; and
the meeting may be held as so adjourned without further notice.

           (f) The vote upon any resolution submitted to any meeting of holders
of Securities shall be written ballots on which shall be subscribed the
signatures of the holders of Securities or of their representatives by proxy and
the serial number or numbers of the Securities held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of holders of Securities shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was published as provided in the Fiscal Agency Agreement. Each copy shall
be signed and verified by the affidavits of the permanent chairperson and
secretary of the meeting, and one of such copy shall be delivered to the
Company, another to the Guarantor and another to the Fiscal Agent to be
preserved by the Fiscal Agent, the copy delivered to the Fiscal Agent to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

      11.  Non-business Days.

      In any case where the date of maturity of the principal of, premium, if
any, or interest on (or Additional Amounts, if any, on) the Securities or the
date fixed for redemption of any Security shall be at any place of payment a
Saturday, Sunday, a legal holiday or a day on which banking institutions are
authorized or obligated by law to close, then payment of principal or interest
on (or Additional Amounts, if any) need not be made on such date at such place
but may be made on the next succeeding day at such place of payment which is not
a Saturday, Sunday, a legal holiday or a day on which banking institutions are
authorized or obligated by law to close, with the same force and effect as if
made on the date of maturity or the date fixed for redemption, and no interest
shall accrue for the period after such date.

      12.  Fiscal and Paying Agent.

           (a) In acting under the Fiscal Agency Agreement and in connection
with the Securities, the Fiscal Agent is acting solely as agent of the Company
and the Guarantor and does not assume any obligation towards or relationship of
agency or trust for or with the owner or holder of this Security or any interest
coupon appertaining hereto, except that any funds held by the Fiscal Agent for
payment on this Security shall be held in trust by it and applied as set forth
herein, but need not be segregated from other funds held by it, except as
required by law. For a description of the duties and the immunities and rights
of the Fiscal Agent under the Fiscal Agency Agreement, reference is made to the
Fiscal Agency Agreement, and the obligations of the Fiscal Agent to the holder
hereof are subject to such immunities and rights.

           (b) Any monies paid by the Company to any paying agency for payment
of principal of or interest on any Security (including Additional Amounts, if
any, in respect thereof) and remaining unclaimed for two years after such
payment has been made shall be repaid to the Company and to the extent permitted
by law the holder of any Security shall thereafter look only to the Company or
the Guarantor for any payment thereof as a general unsecured obligation thereof
and all liability of the Fiscal Agent with respect thereto shall cease.

           (c) No reference herein to the Fiscal Agency Agreement and no
provision of this Security or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest (and Additional Amounts, as
described above) on this Security at the times, places and rate, and in the coin
or currency, herein prescribed or to convert or redeem (at the request of a
holder) this Security as provided herein or in the Fiscal Agency Agreement.

           Title to Bearer Securities shall pass by delivery. As provided in the
Fiscal Agency Agreement and subject to certain limitations therein set forth,
the transfer of Registered Securities is registrable on the Security Register
upon surrender of a Registered Security for registration of transfer at the
office or agency of the Company in the City of New York, or, subject to
applicable laws and regulations, at the offices of the paying agency in
Luxembourg, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the holder thereof or his attorney duly authorized in writing, and thereupon one
or more new Registered Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      13.  Notices.

      All notices to the holders of Securities will be published in an
Authorized Newspaper (as defined in the Fiscal Agency Agreement) in New York
City and in London, and, as long as the Securities are listed on the Luxembourg
Stock Exchange, in Luxembourg. It is expected that publication in New York City
will be made in The Wall Street Journal (Eastern edition), in London in the
Financial Times and in Luxembourg in the Luxemburger Wort. Notices shall be
deemed to have been given on the date of publication as aforesaid or, if
published on different dates, on the date of the first such publication. Notices
will be mailed to registered holders of Registered Securities at their
registered addresses as the same shall appear on the books of the Fiscal Agent.

      14.  Governing Law.

           (a) The Fiscal Agency Agreement, the Securities and any coupons
appertaining thereto the Guarantees and Exchange Options endorsed thereon shall
be governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts.

           (b) The Company and the Guarantor have appointed Chemical Bank, 450
West 33rd Street, New York, New York 10001 (Attention: Corporate Trust
Department), as its agent upon whom process may be served in any such suit,
action or proceeding, with a copy to the Company at 1964 South Orange Blossom
Trail, Apopka, Florida 32703 and to the Guarantor at 81 Wyman Street, P.O. Box
9046, Waltham, Massachusetts 02254-9046 (Attention: Secretary) with a copy to
the General Counsel.

      15.  Authentication.

      This Security and any coupons appertaining thereto shall not become valid
or obligatory for any purpose until the certificate of authentication hereon
shall have been duly signed by the Fiscal Agent acting under the Fiscal Agency
Agreement.

      16. Warranty of the Issuer.

      Subject to Section 15 hereof, the Company hereby certifies and warrants
that all acts, conditions and things required to be done and performed and to
have happened precedent to the creation and issuance of this Security and any
coupons appertaining thereto, and to constitute the same legal, valid and
binding obligations of the Company enforceable in accordance with their terms,
have been done and performed and have happened in due and strict compliance with
all applicable laws.

      17. Accounting Terms. All accounting terms not otherwise defined herein
shall have the meanings assigned to them in accordance with generally accepted
accounting principles as applied in the United States.

      18.  Descriptive Headings.

      The descriptive headings appearing in these Terms and Conditions are for
convenience of reference only and shall not alter, limit or define the
provisions hereof.



<PAGE>


             GUARANTEE OF THERMO ELECTRON CORPORATION


      1. FOR VALUE RECEIVED, Thermo Electron Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor"), hereby unconditionally guarantees to the holder of the
Security upon which this Guarantee is endorsed and to each holder of any coupon
appertaining thereto the due and punctual payment of the principal of, premium,
if any, and interest ( and any Additional Amounts payable in accordance with
Section 2 of such Security) on such Security when and as the same shall become
due and payable, whether at the stated maturity or by declaration of
acceleration, call for redemption, redemption at the option of the holder
thereof or otherwise, according to the terms of such Security and of the Fiscal
Agency Agreement referred to in the Security upon which this Guarantee is
endorsed. In case of the failure of the Company referred to in the Security upon
which this Guarantee is endorsed punctually to make any such payment of
principal, premium, if any, or interest (or such Additional Amounts, if any),
the Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the stated maturity or
by declaration of acceleration, call for redemption, redemption at the option of
the holder thereof or otherwise, and as if such payment were made by the
Company.

      2. The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Security or the Fiscal Agency Agreement, the absence of any action to
enforce the same, any waiver or consent by the holder of such Security or any
such coupon or by the Fiscal Agent with respect to any provisions thereof or of
the Fiscal Agency Agreement, the recovery of any judgment against the Company or
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or coupon or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in such Security and
any such coupon and in this Guarantee.

      3. (a) The Guarantor will not merge or consolidate with, or sell or convey
all or substantially all of its assets to, any other corporation, unless (i)
either (A) the Guarantor shall be the surviving corporation in the case of a
merger, (B) the assets sold or conveyed shall be owned by a corporation which,
immediately following such sale or conveyance, is at least 51%-owned by the
Guarantor, provided that such sale or conveyance does not result in the
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Guarantor, or (C) (I) the surviving, resulting or transferee
corporation shall expressly assume the due and punctual performance of all of
the covenants and obligations of the Guarantor under the Guarantees and Fiscal
Agency Agreement, by supplemental agreement reasonably satisfactory to the
Fiscal Agent, and (II) the Fiscal Agent shall have received the documentation
required in the context by the Fiscal Agency Agreement and (ii) the Guarantor or
such successor corporation, as the case may be, shall not, immediately after
such merger, consolidation, sale or conveyance, be in default in the performance
of any covenants or obligations of the Guarantor under the Guarantees or the
Fiscal Agency Agreement.

           (b) Upon any merger, consolidation, sale, conveyance or assumption as
provided in Section 3(a), the successor or assuming corporation shall succeed to
and be substituted for, and may exercise every right and power of and be subject
to all the obligations of, the Guarantor under the Guarantees and Fiscal Agency
Agreement, with the same effect as if such successor or assuming corporation had
been named as the Guarantor therein and herein and the Guarantor shall be
released from its obligations as obligor under the Guarantees and Fiscal Agency
Agreement.

      4. (a) The Guarantor, for itself, its successors and assigns, covenants
and agrees, and each holder of Securities by his acceptance thereof, likewise
covenants and agrees, that all obligations of the Guarantor relating to payment
of the principal of, premium, if any, and interest (and Additional Amounts
pursuant to Section 2 of the Securities) on each and all of the Securities is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Superior
Indebtedness of the Guarantor.

      "Superior Indebtedness of the Guarantor" shall mean the principal of,
premium, if any, and interest on the following, whether outstanding at the date
hereof or hereafter created or incurred:

                (i) indebtedness of the Guarantor for money borrowed by the
Guarantor (including purchase money obligations and obligations to reimburse any
bank or other person in respect of amounts paid under letter of credit) whether
or not evidenced by debentures, bonds, notes or other corporate debt securities
or similar instruments issued by the Guarantor (including the Guarantor's
obligations with respect to its 5% Senior Convertible Debentures due 2001 and
its 4-5/8% Senior Convertible Debentures due 1997); provided, however, that
Superior Indebtedness shall not include (a) the Guarantor's 4-7/8% Convertible
Subordinated Debentures due 1997, the obligations represented by which shall
rank pari passu with the obligations represented hereby in right of payment, (b)
the Guarantor's subordinated guarantee of the principal, premium, if any, and
interest on the 6-5/8% Convertible Subordinated Debentures due 2001 of Thermo
Instrument Systems Inc., on the 6-1/2% Convertible Subordinated Debentures due
1997 of Thermo Process Systems Inc., on the Non-Interest Bearing Convertible
Subordinated Debentures due 1997 and the 5-1/2% Convertible Subordinated Note
due 2002 of Thermo Cardiosystems Inc., on the 6-1/2% Convertible Subordinated
Debentures due 1998 of Thermedics Inc., and on the 3-3/4% Convertible
Subordinated Debentures due 2000 of Thermo Voltek Corp., the obligations
represented by which shall rank pari passu with the obligations represented
hereby in right of payment and (c) the Guarantor's subordinated guarantee of the
obligations to redeem the common stock of ThermoLyte Corporation, the
obligations represented by which shall rank pari passu with the obligations
represented hereby in right of payment;

                (ii) leases for real property, equipment or other assets used in
the Guarantor's business, which leases are capitalized in the Guarantor's
consolidated financial statements in accordance with generally accepted
accounting principles;

                (iii)commitment, standby and other fees due and
payable to financial institutions with respect to credit
facilities available to the Guarantor;

                (iv) obligations under interest rate and currency swaps, floors,
caps or other similar arrangements intended to fix or hedge interest rate
obligations or currency exposure;

                (v) indebtedness secured by any mortgage, pledge, lien or other
encumbrance existing on property which is owned or held by the Guarantor subject
to such mortgage, pledge, lien or other encumbrance, whether or not the
indebtedness secured thereby shall have been assumed by the Guarantor;

                (vi) obligations of the Guarantor constituting a guarantee of
indebtedness of or joint obligation with another or others which would be
included in the preceding clauses (i), (ii), (iii), (iv), or (v) if an
obligation of the Guarantor (including the Guarantor's guarantee of the
principal, premium, if any, and interest on the 3-3/4% Senior Convertible
Debentures due 2000 of Thermo Instrument Systems Inc.); or

                (vii)renewals, extensions or refundings of any of the
indebtedness, leases, fees or obligations referred to in the preceding clauses
(i), (ii), (iii), (iv), (v) and (vi);

provided that Superior Indebtedness shall not include (A) any particular
indebtedness, lease, fee, obligation, renewal, extension or refunding if, under
the express provisions of the instrument creating or evidencing the same, or
pursuant to which the same is outstanding, such indebtedness, lease, fee or
obligation or such renewal, extension or refunding thereof is stated to be not
superior in right of payment to the Guarantees, and (B) the Guarantees.

           (b) (i) In the event of any insolvency or bankruptcy proceedings, or
any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Guarantor or it its creditors, in their
capacity as such creditors, or to its property, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of the
Guarantor, whether or not involving insolvency or bankruptcy, or in the event of
any assignment for the benefit of creditors of the Guarantor or any marshaling
of assets of the Guarantor, then the holders of Superior Indebtedness of the
Guarantor shall first be entitled to receive payment in full of the principal of
(and premium, if any) and interest, including interest thereon accruing after
the commencement of any such proceeding, on all Superior Indebtedness of the
Guarantor before the holders of any of the Securities and coupons shall be
entitled to receive any payment on account of the obligations of the Guarantor
relating to the principal of, premium, if any, or interest (and Additional
Amounts pursuant to Section 2 of the Securities) on the Securities and coupons,
and to that end the holders of Superior Indebtedness of the Guarantor shall be
entitled to receive for application in payment thereof any payment or
distribution of any kind or character, whether in cash, property or securities,
which may be payable or deliverable in any such proceedings in respect of the
obligations of the Guarantor relating to the Securities and coupons, other than
securities of the Guarantor as reorganized or readjusted or securities of the
Guarantor or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in this Section 4 with respect to the obligations of the Guarantor
relating to the Securities and coupons, to the payment of all Superior
Indebtedness of the Guarantor, provided that the rights of the holders of
Superior Indebtedness of the Guarantor are not altered by such reorganization or
readjustment. For the purposes of this Section 4, no consolidation, merger,
conveyance or transfer made pursuant to the provisions of Section 3 shall be
deemed to be a liquidation, reorganization, dissolution or other winding up of
the Guarantor.

                (ii) If under the circumstances set forth in paragraph (i) of
this subsection, and notwithstanding the provisions thereof, any payment or
distribution of assets of the Guarantor of any kind, whether in cash, property,
or securities (other than securities of the Guarantor as reorganized or
readjusted or securities of the Guarantor or any other corporation provided for
by a plan of reorganization or readjustment the payment of which is
subordinated, at least to the extent provided in this Section 4 with respect to
the obligations of the Guarantor relating to the Securities and coupons, to the
payment of all Superior Indebtedness of the Guarantor, provided that the rights
of the holders of Superior Indebtedness of the Guarantor are not altered by such
reorganization or readjustment), shall be received by the holders of the
Securities in respect of the obligations of the Guarantor before the principal
of (and premium, if any) and interest on all Superior Indebtedness of the
Guarantor is paid in full, such payment or distribution shall be paid over to
the holders of Superior Indebtedness of the Guarantor, ratably, for application
to the payment of the principal of (and premium, if any) and interest on all
Superior Indebtedness of the Guarantor remaining unpaid until all the principal
of (and premium, if any) and interest on Superior Indebtedness of the Guarantor
shall have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Superior Indebtedness of the Guarantor.

                (iii)Upon any distribution of assets of the guarantor referred
to in this Section, the holders of Securities shall be entitled to rely upon any
final order or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
and the holders of Securities shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
holders of Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of Superior Indebtedness of the
Guarantor and other indebtedness of the Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section.

           (c) (i) Upon the maturity of any Superior Indebtedness of the
Guarantor by lapse of time, acceleration or otherwise, all principal thereof
(and premium, if any) and interest due thereon, including interest thereon
accruing after the commencement of any proceeding of the type referred to in
paragraph (i) of Section 4(b) above, shall first be paid in full, or such
payment duly provided for in cash, before any payment, directly or indirectly,
is made on account of the obligations of the Guarantor relating to the principal
of, premium, if any, or interest (or Additional Amounts pursuant to Section 2 of
the Securities) on the Securities or coupons.

                (ii) Upon the happening of an event of default with respect to
any Superior Indebtedness of the Guarantor, as defined therein or in the
instrument under which it is outstanding, permitting the holders to accelerate
the maturity thereof, then, unless and until such event of default shall have
been cured or waived or shall have ceased to exist, no payment shall be made by
the Guarantor, directly or indirectly, on account of the obligations of the
Guarantor relating to the principal of, premium, if any, or interest (or
Additional Amounts pursuant to Section 2 of the Securities) on the Securities
and coupons.

           (d) In case cash, securities or other property otherwise payable or
deliverable to the holders of the Securities on account of the Guarantees shall
have been applied, pursuant to Section 4(b) or (c), to the payment of Superior
Indebtedness of the Guarantor, then, upon the payment in full of the principal
of (and premium, if any) and interest on all Superior Indebtedness of the
Guarantor, the holders of the Securities and coupons shall be subrogated to any
rights of any holders of Superior Indebtedness of the Guarantor, to receive any
further payments or distributions applicable to Superior Indebtedness of the
Guarantor until the obligations of the Guarantor in respect of the Guarantees
shall have been discharged in full, and such payments or distributions received
by the holders of the Securities and coupons, by reason of such subrogation, of
cash, securities or other property which otherwise would be paid or distributed
to the holders of Superior Indebtedness of the Guarantor, shall, as between the
Guarantor and its creditors other than the holders of Superior Indebtedness of
the Guarantor, on the one hand, and the holders of the Securities and coupons on
account of the Guarantees, on the other hand, be deemed to be a payment by the
Guarantor on account of Superior Indebtedness of the Guarantor and not on
account of the Securities and coupons.

           (e) No present or future holder of any Superior Indebtedness of the
Guarantor shall be prejudiced in any way in the right to enforce the
subordination of the Guarantees by any act or failure to act on the part of the
Guarantor. The provisions of this Section 4 are solely for the purpose of
defining the relative rights of the holders of Superior Indebtedness of the
Guarantor, on the one hand, and the holders of the Securities and coupons on
account of the Guarantees, on the other hand, against the Guarantor and its
assets, and nothing contained in this Section 4 shall impair, as between the
Guarantor and the holder of any Security or coupon, the obligation of the
Guarantor, which is unconditional and absolute, to perform in accordance with
the terms of its Guarantees, or prevent the holder of any Security or coupon,
upon default hereunder or under such Security or coupon, from exercising all
rights, powers and remedies otherwise provided herein or therein or by
applicable law, all subject to the rights of the holders of Superior
Indebtedness of the Guarantor under this Section 4 to receive cash, property or
securities otherwise payable or deliverable to the holders of the Securities and
coupons on account of the Guarantees.

           (f) Nothing contained in this Section 4 or in any Guarantees shall
prevent at any time, except under the conditions described in Sections 4(b) and
(c) hereof or during the pendency of any dissolution, winding up, liquidation or
reorganization proceedings therein referred to, the Guarantor from performing
its obligations under the Guarantees.

      5. The Guarantor shall be subrogated to all rights of the holders of the
Securities and of any coupons against the Company in respect of any amounts paid
by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until the
principal of, premium, if any, and interest on (and Additional Amounts pursuant
to Section 2 of the Securities, if any, on) all of the Securities shall have
been paid in full.

      6. This Guarantee shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

      7. All terms used in this Guarantee which are defined in the Fiscal Agency
Agreement shall have the meanings assigned to them in the Fiscal Agency
Agreement.

      8. Subject to the next following paragraph, the Guarantor hereby certifies
and warrants that all acts, conditions and things required to be done and
performed and to have happened precedent to the creation and issuance of this
Guarantee and to constitute the same a legal, valid and binding obligation of
the Guarantor have been done and performed and have happened in due and strict
compliance with all applicable laws.

      9. This Guarantee shall not become valid or obligatory for any purpose
until the certificate of authentication on the Security upon which this
Guarantee is endorsed shall have been duly signed by the Fiscal Agent acting
under the Fiscal Agency Agreement.

      IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.

Dated as of May 4, 1995
                                    THERMO ELECTRON CORPORATION


                                       By:
                                         [Title]


<PAGE>


                                 EXCHANGE OPTION


           FOR VALUE RECEIVED, Thermo Electron Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor"), hereby grants to the holder of the Security upon which this
Exchange Option is endorsed, the right, subject to the within terms and
conditions, to exchange this Security for shares of the Guarantor's Common
Stock, $1.00 par value ("Guarantor Common Stock"), upon payment of the sums and
compliance with the terms set forth herein and in the Fiscal Agency Agreement
(the "Fiscal Agency Agreement") dated as of May 4, 1995 by and among Thermo
Remediation Inc. (the "Company"), the Guarantor and Chemical Bank, as fiscal
agent (the "Fiscal Agent").

      1.   Definitions.  As used in the Exchange Option, the
following terms shall be defined as follows:

           (a)  A "Change in Control" shall occur at such time or
times when

                (i) any individual or entity (A) who has acquired any Guarantor
Common Stock pursuant to a Tender Offer becomes the beneficial owner, directly
or indirectly, of more than 50% of the then outstanding Guarantor Common Stock;
or (B) who is a beneficial owner, directly or indirectly, of more than 50% of
the then outstanding Guarantor Common Stock becomes the beneficial owner,
directly or indirectly, of any additional shares of Guarantor Common Stock
pursuant to a Tender Offer;

                (ii) individuals who constitute the Continuing Directors shall
cease to constitute for any reason at least a majority of the Board of Directors
of the Guarantor; or

                (iii)the Continuing Directors shall determine that any other
event constitutes an effective change in control of the Guarantor.

           (b) "Closing Price" shall mean for any day, the last reported sales
price regular way or, in case no such reported sale takes place on such day, the
average of the closing bid and asked prices regular way, in either case on the
New York Stock Exchange, or, if the Guarantor Common Stock is not then listed or
admitted to trading on such Exchange, on the principal national securities
exchange on which the Guarantor Common Stock is then listed or admitted to
trading or, if not listed or traded on any national securities exchange, the
closing sale price quoted on the NASDAQ National Market System, or if not so
quoted, as determined by the Guarantor.

           (c) "Continuing Directors" shall mean (i) those directors of the
Guarantor serving as such on May 4, 1995 ("Current Directors"), and (ii) any
future directors who have been nominated or elected to serve as directors of the
Guarantor by a majority of the Continuing Directors then in office;

           (d) "Exchange Price" shall mean 50% of the average of the Closing
Prices for the thirty consecutive days upon which the principal trading market
for the Guarantor Common Stock is open immediately preceding the Notification
Date.

           (e) "Exercise Period" shall mean the period of time, commencing on
the date the Guarantor shall have given notice of the commencement of the
Exercise Period (in accordance with Section 2(d) hereof) and expiring on the
first to occur of (i) May 1, 2000 and (ii) 180 days after the date the notice
referred to above shall be deemed to have been given. Notice shall be deemed
first to have been given on the first publication in an Authorized Newspaper (as
defined in the Fiscal Agency Agreement) or the first such other publication as
may be authorized under the Fiscal Agency Agreement.

           (f) "Notification Date" shall mean the first to occur of (i) the
receipt by the Board of Directors of the Guarantor of a proposal for a Change in
Control; (ii) the publication of a proposal for a Change in Control; and (iii)
the occurrence of an event that requires filing by the individual or entity
whose act or acts lead to a Change in Control with the United States Securities
and Exchange Commission pursuant to 15 U.S.C. ss.78m(d)(1) relating to such
individual's or entity's stock ownership in or intention to seek control of the
Guarantor. The Continuing Directors then on the Board of Directors of the
Guarantor shall, in good faith, determine the Notification Date in accordance
with this Section (f), which determination shall be conclusive in the absence of
actual fraud.

           (g) "Tender Offer" shall mean an offer to acquire shares for cash,
securities or any other consideration or an acquisition pursuant to a request or
invitation for tenders.

      2.   Option.

           (a) After the occurrence of a Change in Control of the Guarantor,
which Change in Control has not been approved by a majority of Continuing
Directors then in office at the next meeting of the Board of Directors called
for such purpose, which meeting shall occur no later than ten days after the
date of such Change in Control (which date shall be as determined in good faith
by such Continuing Directors), and subject to and upon compliance with the
provisions of the Fiscal Agency Agreement, a holder of Securities is entitled,
at his option, at any time during an Exercise Period on or after the date that
is 30 days after the Exchange Date (as defined in the Fiscal Agency Agreement),
to exchange an outstanding Security (or any portion of the principal amount
hereof which is U.S. $1,000 or an integral multiple thereof), at 100% of the
principal amount thereof, or of such portion, for fully paid and nonassessable
shares (calculated as to each conversion to the nearest 1/1000 of a share) of
Common Stock of the Guarantor ("Common Stock") at the Exchange Price. The
Exchange Option shall be exercised by surrender of the Security together with
(i) the sum of $1.00 for each full share of Guarantor Common Stock to be issued
upon such exchange, in funds acceptable to the Guarantor, (ii) if a Bearer
Security, all unmatured coupons and any matured coupons in default appertaining
thereto and if a Registered Security (if so required by the Guarantor or the
Fiscal Agent), instruments of transfer in form satisfactory to the Guarantor and
the Fiscal Agent, duly executed by the registered holder or by his duly
authorized attorney, and (iii) the exchange notice hereon duly executed and
delivered (a) at the Corporate Trust Office of the Fiscal Agent, or at such
other office or agency of the Guarantor as may be designated by it for such
purpose in the City of New York, or (b) subject to any laws or regulations
applicable thereto and subject to the right of the Guarantor to terminate the
appointment of any such conversion agency, at the offices of Chemical Bank,
Chemical Bank House, 125 London Wall, London EC2Y 5AJ, England, Banque
Internationale a Luxembourg, 69, route d'Esch, L-1470 LuxembourgVille,
Luxembourg, or at such other offices or agencies as the Company may designate.

           (b) Subject to, in the case of Registered Securities surrendered for
exchange after the close of business on a Record Date next preceding any
interest payment date and on or before the opening of business on such interest
payment date, to the right of the holder of record of a Registered Security at
such Record Date to receive an installment of interest, no payment or adjustment
is to be made on exchange for interest accrued thereon or for dividends on the
Guarantor Common Stock delivered on exchange. No fractions of shares or scrip
representing fractions of shares will be issued or delivered on exchange, but
instead of any fractional interest the Guarantor shall pay a cash adjustment as
provided in the Fiscal Agency Agreement. Such exchange shall be so effected by
the Guarantor.

           (c) The Guarantor shall use its best efforts to take all steps
necessary (i) to cause all registrations with and to obtain any approvals by,
any governmental authority under any Federal or state law of the United States
that may be required before the shares of Guarantor Common Stock may be lawfully
issued or transferred and delivered and (ii) to list the shares of Guarantor
Common Stock required to be issued or delivered upon conversion of Securities
prior to such issue or delivery on each national securities exchange on which
the outstanding Guarantor Common Stock is listed at the time of such delivery.

           (d) The Guarantor shall, from and after the date on which the
Securities first may be exchangeable into Guarantor Common Stock, have reserved
and available, free from preemptive rights, out of its authorized but unissued
Guarantor Common Stock, for the purpose of effecting the exchange of Securities,
the full number of shares of Guarantor Common Stock then issuable upon the
exchange of all Securities. The Guarantor covenants that all shares of Guarantor
Common Stock which may be issued or delivered upon exchange of Securities will
upon issue be fully paid and nonassessable.

           (e) Notice shall be given by the Guarantor setting forth the
occurrence of a Change in Control, the date on which the Exercise Period shall
have commenced and shall expire, the Exchange Price and the manner in which the
Exchange Option may be exercised, not later than ten days after the meeting of
the Board of Directors referred to in subsection (a) above. Notice shall be
given in accordance with the terms of the Fiscal Agency Agreement.

      3.   Amendment; Termination.

           (a) Without the consent of or compensation to any holders of
Securities, the Exchange Options may be terminated prior to a Change in Control
for any reason and modifications of or amendments to the Exchange Options may be
made for any purpose by a majority of the Continuing Directors then in office.

      Notice of the termination of the Exchange Options or of any modification
or amendment shall be given in the manner set forth in the Terms and Conditions
of the Securities and the Fiscal Agency Agreement, specifying the nature of the
action taken.

      4. Effect of Certain Redemptions on Exchange Option.

      In the event that prior to the date, as determined by the Board of
Directors in accordance with Section 2 hereof, on which a Change of Control has
occurred, the Securities or any portion thereof shall have been called for
redemption by the Company, the Exchange Options (in the case of a redemption of
all Securities) or the Exchange Options with respect to those Securities which
are called for redemption (in the case of a redemption in part) shall forthwith
terminate and be of no further force and effect upon the giving of notice of
redemption in accordance with the Terms and Conditions of the Securities (in the
case of a redemption of all Securities) or upon the giving of such notice in
accordance with the Terms and Conditions of the Securities as shall specify the
serial numbers and portion thereof of those Securities called for redemption (in
the case of a redemption in part)..

      5.   Cancellation of Securities.

      Upon surrender of any Security or portion thereof upon exercise of an
Exchange Option, such Security or portion thereof shall forthwith cease to
represent any obligation of the Company to the holder thereof (including the
Guarantor), and shall be submitted for cancellation in accordance with the terms
of the Fiscal Agency Agreement.

      6.   Governing Law.

      This Exchange Option shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

      7.   Definitions.

      All terms used in this Exchange Option which are defined in the Fiscal
Agency Agreement shall have the meanings assigned to them in the Fiscal Agency
Agreement.

      8.   Conditions Satisfied.

      Subject to the next following paragraph, the Guarantor hereby certifies
and warrants that all acts, conditions and things required to be done and
performed and to have happened precedent to the creation and issuance of this
Exchange Option and to constitute the same a legal, valid and binding obligation
of the Guarantor enforceable in accordance with its terms have been done and
performed and have happened in due and strict compliance with all applicable
laws.

      9.   Authentication of Security.

      This Exchange Option shall not become valid or obligatory for any purpose
until the certificate of authentication on the Security upon which this Exchange
Option is endorsed shall have been duly signed by the Fiscal Agent acting under
the Fiscal Agency Agreement.

      IN WITNESS WHEREOF, the Guarantor has caused this Exchange Option to be
duly executed.

Dated as of May 4, 1995

[Corporate Seal]                          THERMO ELECTRON
CORPORATION



Attest:___________________________  By:
           [Title]                                  [Title]



<PAGE>


                                 TRANSFER NOTICE


      Only if a Registered Security or Common Stock issued upon conversion of
any Security (if no registration statement covering such Common Stock is
effective) or Guarantor Common Stock issued in exchange therefor (if no
registration statement covering such Guarantor Common Stock is effective):

      FOR VALUE RECEIVED, the undersigned Holder hereby sell(s),
assign(s) and transfer(s) unto ________________________
----------------------------------------------------------------

whose taxpayer identification number is _________ and whose
address including postal/zip code is ___________________________
----------------------------------------------------------------

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ____________________________________ attorney-in-fact to transfer
said Security on the books of the Fiscal Agent with full power of substitution
in the premises.

      In connection with the transfer of this Security, the undersigned Holder
certifies that:


      [Check one]

      [         ] (a) This Security is being transferred to a "qualified
                institutional buyer" (as defined in Rule 144A under the
                Securities Act of 1933) in compliance with the exemption from
                registration under the Securities Act of 1933 provided by Rule
                144A.

      [         ] (b) This Security is being transferred in an Offshore
                Transaction (as defined in Regulation S under the Securities Act
                of 1933) in compliance with the exemption from registration
                under the Securities Act of 1933 provided by Regulation S.

      [         ] (c) This Security is being transferred to a sophisticated
                institutional investor which is an "accredited investor" (within
                the meaning of Rule 501(a)(1), (2), (3) or (7) under the
                Securities Act of 1933) in a transaction not involving any
                general solicitation or advertising.

Dated:                              Name:

                                               By:

                                               Title:


                                    NOTICE: The signature of the Holder to this
                                    assignment must correspond with the name as
                                    written upon the face of the within
                                    instrument in every particular, without
                                    enlargement or any change whatsoever.


                                    SIGNATURE GUARANTEED





TO BE COMPLETED BY A BROKER OR DEALER IF (c) ABOVE IS CHECKED:


      The undersigned represents and warrants that (i) it is a broker or dealer
registered under Section 15 of the Securities Exchange Act of 1934, (ii) each
person which will become a beneficial owner of this Security upon transfer is a
sophisticated institutional investor which is an "accredited investor" (within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
1933); (iii) no general solicitation or advertising was made or used by it in
connection with the offer and sale of this Security to such person(s); and (iv)
each such person has been notified that this Security has not been registered
under the Securities Act of 1933 and is subject to the restrictions on transfer
of the Security set forth herein and in the Fiscal Agency Agreement.

Dated: ____________________

                                       By:

      IF NONE OF THE FOREGOING BOXES IS CHECKED, THE FISCAL AGENT SHALL NOT BE
OBLIGATED TO REGISTER THE TRANSFER OF THIS SECURITY UNLESS AND UNTIL THE
CONDITIONS TO ANY SUCH TRANSFER OF REGISTRATION SET FORTH HEREIN, ON THE FACE
HEREOF AND IN THE FISCAL AGENCY AGREEMENT SHALL HAVE BEEN SATISFIED.



<PAGE>


                                 EXCHANGE NOTICE


If Bearer Security of denomination U.S. $1,000:

      The undersigned holder of this Security hereby irrevocably exercises the
option to exchange this Security for shares of Common Stock of Thermo Electron
Corporation in accordance with the terms of the Exchange Option endorsed upon
this Security and directs that such shares be registered in the name of and
delivered, together with a check in payment for any fractional share and accrued
interest from the immediately preceding interest payment date, to the
undersigned unless a different name has been indicated below. If shares are to
be registered in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto.

Dated: _______ __, ____


                                    Signature
                                    [MUST BE GUARANTEED]

If shares are to be registered in the name of and delivered to a person other
than the holder, please print such person's name and address:

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

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

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


                                            HOLDER

                                    Please print name and address of holder:









<PAGE>


                                 EXCHANGE NOTICE


If Registered Security or Bearer Security of denomination U.S.
$10,000:

      The undersigned holder of this Security hereby irrevocably exercises the
option to exchange this Security, or portion hereof (which is U.S. $1,000 or an
integral multiple thereof) below designated, for shares of Common Stock of
Thermo Electron Corporation in accordance with the terms of the Exchange Option
endorsed upon this Security and accrued interest from the immediately preceding
interest payment date (except interest payable to the holder of record on an
interest record date), and directs that such shares, together with a check in
payment for any fractional share and any Securities representing any unconverted
principal amount hereof, be delivered to and be registered (if a Registered
Security), in the name of the undersigned unless a different name has been
indicated below. If shares or Securities are to be registered in the name of a
person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto.

Dated: ________ __, ____


                                    Signature
                                    [MUST BE GUARANTEED]


If shares or Securities are to If only a portion of the be registered in the
name of a Securities is to be exchanged person other than the holder, please
indicate: please print such person's name and address:







                          1.   Principal Amount to be
                               exchanged: U.S. $________

                          2.   Kind, amount and denomination of Securities
                               representing unconverted principal amount to be
                                     issued:

                               Bearer-U.S.$____________

                               Denominations: U.S.$____
                               (U.S. $1,000 or $10,000)

                               Registered-U.S.$________

                               Denominations: U.S.$____
                               (U.S. $1,000 or an
                               integral multiple
                               thereof)

                               Registered Securities are not exchangeable for
                               Bearer Securities.



<PAGE>


                                CONVERSION NOTICE


If Bearer Security of denomination U.S. $1,000:

      The undersigned holder of this Security hereby (i) irrevocably exercises
the option to convert this Security into shares of Common Stock of Thermo
Remediation Inc. (the "Company") in accordance with the terms of this Security,
(ii) directs that such shares be registered in the name of and delivered,
together with a check in payment for any fractional share and accrued interest
from the immediately preceding interest payment date, to the undersigned unless
a different name has been indicated below and (iii) represents and warrants that
this Security does not constitute a "restricted security" ( as defined in the
Securities Act of 1933) and that the undersigned is not an "affiliate" (as
defined in the Securities Act of 1933) of the Company. If shares are to be
registered in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto.

Dated: _______ __, ____


                                    Signature
                                    [MUST BE GUARANTEED]


If shares are to be registered in the name of and delivered to a person other
than the holder, please print such person's name and address:

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

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

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

                                            HOLDER

                                    Please print name and address of holder:







                                CONVERSION NOTICE


If Registered Security or Bearer Security of denomination U.S.
$10,000:

      The undersigned holder of this Security hereby (i) irrevocably exercises
the option to convert this Security, or portion hereof (which is U.S. $1,000 or
an integral multiple thereof) below designated, into shares of Common Stock of
Thermo Remediation Inc. (the "Company") in accordance with the terms of this
Security, (ii) directs that such shares, together with a check in payment for
any fractional share and accrued interest payable to the holder of record on an
interest record date and any Securities representing any unconverted principal
amount hereof, be delivered to and be registered (if a Registered Security) in
the name of the undersigned unless a different name has been indicated below and
(ii) if this Security is a Bearer Security, represents and warrants that this
Security does not constitute a "restricted security" (as defined in the
Securities Act of 1933) and that the undersigned is not an "affiliate" (as
defined in the Securities Act of 1933) of the Company. If shares or Securities
are to be registered in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto.

Dated: _________ __, ____



                          ------------------------------
                          Signature
                              [MUST BE GUARANTEED]

If shares or Securities are to      If only a portion of the
be registered in the name of a      Securities is to be converted,
Person other than the holder,             please indicate:
please print such person's
name and address:








                          1.   Principal Amount to be
                               converted: U.S.$________

                          2.   Kind, amount and denomination of Securities
                               Representing unconverted Principal amount to be
                                     issued:

                               Bearer-U.S.$____________

                               Denominations: U.S.$____
                               (U.S. $1,000 or $10,000)

                               Registered-U.S.$________

                               Denominations: U.S.$____
                               (U.S. $1,000 or an
                               integral multiple
                               thereof)

                               Registered Securities are not exchangeable for
                               Bearer Securities.


<PAGE>


                                REDEMPTION NOTICE
                               UNDER SECTION 3(d)


If Bearer Security of denomination U.S. $1,000:

      The undersigned holder of this Security hereby requests and instructs the
Company to redeem this Security in accordance with the terms of Section 3(d) of
this Security and directs that a check in payment of the redemption amount be
delivered to the undersigned unless a different name has been indicated below.
The undersigned understands that this request can be revoked by delivering
written notice to the Paying Agent on or before the Holder Redemption Date,
together with the undersigned's non-transferable receipt for such Security.

Dated: _______ __, ____

                     ------------------------------
                     Signature
                     [MUST BE GUARANTEED]


If a check in payment of the redemption amount is to be delivered to a person
other than the holder, please print such person's name and address:

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

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

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



                             HOLDER

                     Please print name and address of holder:

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

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

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




<PAGE>


                                REDEMPTION NOTICE
                               UNDER SECTION 3(d)


If Registered Security or Bearer Security of denomination U.S.
$10,000:

      The undersigned holder of this Security hereby requests and instructs the
Company to redeem this Security or portion hereof (which is U.S. $1,000 or an
integral multiple thereof) in accordance with the terms of Section 3(d) of this
Security, and directs that a check in payment of the redemption amount be
delivered to, and any Securities representing any unredeemed principal amount
hereof be delivered to and be registered in the name of, the undersigned unless
a different name has been indicated below. If Securities are to be registered in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto. The undersigned understands that
this request can be revoked by delivering written notice to the Paying Agent on
or before the Holder Redemption Date, together with the undersigned's
non-transferable receipt for such Security.

Dated: _________ __, ____

                          ------------------------------
                          Signature
                              [MUST BE GUARANTEED]

If Securities are to If only a portion of the be registered in the name of,
Securities is to be redeemed, or a check in payment of the please indicate:
redemption amount is to be delivered to, a Person other than the holder, please
print such person's name and address:







                          1.   Principal Amount to be
                               redeemed:  U.S.$________

                          2.   Kind, amount and denomination of Securities
                               representing unredeemed principal amount to be
                                     issued:

                               Bearer-U.S.$____________

                               Denominations: U.S.$____
                               (U.S. $1,000 or $10,000)

                               Registered-U.S.$________

                               Denominations: U.S.$____
                               (U.S. $1,000 or an
                               integral multiple
                               thereof)

                               Registered Securities are not exchangeable for
                               Bearer Securities.







<PAGE>


















                                    EXHIBIT B





<PAGE>


      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS SECURITY NOR ANY
PORTION HEREOF MAY BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN THE UNITED
STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS ("UNITED STATES") OR TO
CITIZENS, NATIONALS OR RESIDENTS THEREOF OR TO ANY CORPORATION, PARTNERSHIP OR
OTHER PERSON OR ENTITY DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE
SECURITIES ACT ("UNITED STATES PERSONS"), OTHER THAN ANY PORTION OF THIS
SECURITY SOLD, SUBJECT TO CERTAIN RESTRICTIONS, PURSUANT TO RULE 144A OR ANOTHER
APPLICABLE EXEMPTION UNDER THE SECURITIES ACT.

ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE.


                             THERMO REMEDIATION INC.

              (Incorporated in the State of Delaware)

        4-7/8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2000

               GUARANTEED ON A SUBORDINATED BASIS BY
                           THERMO ELECTRON CORPORATION
              (Incorporated in the State of Delaware)

                           TEMPORARY GLOBAL DEBENTURE


      THERMO REMEDIATION INC., a corporation duly incorporated and existing
under the laws of the State of Delaware (the "Company"), for value received,
hereby promises to pay to bearer upon presentation and surrender of this Global
Security the principal sum of ____________ United States Dollars on May 1, 2000
and to pay interest thereon, from the date hereof, semiannually in arrears on
May 1 and November 1 in each year, commencing November 1, 1995, at the rate of
4-7/8% per annum, until the principal hereof is paid or made available for
payment, provided, however, that interest on this Global Security shall be
payable only after the issuance of the definitive Securities for which this
Global Security is exchangeable and, in the case of definitive Securities in
bearer form, only upon presentation and surrender of the interest coupons
thereto attached as they severally mature.

      This Global Security is one of a duly authorized issue of Securities of
the Company designated as specified in the title hereof (the "Securities"). This
Global Security and the definitive Securities for which it is exchangeable, as
described below, are entitled to the benefits of a Fiscal Agency Agreement of
even date herewith (the "Fiscal Agency Agreement") among the Company, Thermo
Electron Corporation, a corporation duly organized and existing under the laws
of the State of Delaware, as guarantor, and Chemical Bank, as fiscal agent,
paying agent and conversion agent (the "Fiscal Agent"). It is a temporary
security and is exchangeable in whole without charge upon request of the holder
hereof for definitive Securities in bearer form, with interest coupons attached,
(a) not earlier than the day following the expiration of the 40-day period that
begins on the date hereof and (b) as promptly as practicable following
presentation of certification, in the form set forth as Exhibits C and D of the
Fiscal Agency Agreement for such purpose, that the beneficial owner or owners of
this Global Security (or, if such exchange is only for a part of this Global
Security, of such part) are not United States Persons. Upon any exchange of a
part of this Global Security for definitive Securities, the portion of the
principal amount hereof so exchanged shall be endorsed by the Fiscal Agent on
the Schedule of Exchanges hereto, and the principal amount hereof shall be
reduced for all purposes by the amount so exchanged.

      Until exchanged in full for definitive Securities, this Global Security
shall in all respects be entitled to the same benefits under, and subject to the
same terms and conditions of, the Fiscal Agency Agreement as definitive
Securities authenticated and delivered thereunder, except that neither the
holder hereof nor the beneficial owners of this Global Security shall be
entitled to receive payment of interest hereon, except as provided above, or to
convert this Global Security into Common Stock of the Company or any other
security, cash or other property.

      This Global Security shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

      All terms used in this Global Security which are defined in the Fiscal
Agency Agreement shall have the meanings assigned to them in the Fiscal Agency
Agreement.


<PAGE>



      Unless the certificate of authentication hereon has been executed by an
authorized officer of the Fiscal Agent, this Global Security shall not be valid
or obligatory for any purpose.

      IN WITNESS WHEREOF, the Company has caused this Global Security to be duly
executed in its corporate name by its duly authorized officer.

      Dated as of May 4, 1995

                                    THERMO REMEDIATION INC.



                                    By:___________________________
                                         [Title]


                          CERTIFICATE OF AUTHENTICATION


      This is the Global Security described in the within-mentioned Fiscal
Agency Agreement.

                                    CHEMICAL BANK, as Fiscal Agent



                                       By:
                                         Authorized Officer




<PAGE>


                              SCHEDULE OF EXCHANGES


                                    Remaining
                                    principal
           Principal           amount
           amount exchanged         following            Notation made
Date       for definitive           such                 on behalf of
made       Securities                     exchange            the
Fiscal Agent



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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


             GUARANTEE OF THERMO ELECTRON CORPORATION

      1. FOR VALUE RECEIVED, Thermo Electron Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor"), hereby unconditionally guarantees to the holder of the
Security upon which this Guarantee is endorsed and to each holder of any coupon
appertaining thereto the due and punctual payment of the principal of, premium,
if any, and interest ( and any Additional Amounts payable in accordance with
Section 2 of such Security) on such Security when and as the same shall become
due and payable, whether at the stated maturity or by declaration of
acceleration, call for redemption, redemption at the option of the holder
thereof or otherwise, according to the terms of such Security and of the Fiscal
Agency Agreement referred to in the Security upon which this Guarantee is
endorsed. In case of the failure of the Company referred to in the Security upon
which this Guarantee is endorsed punctually to make any such payment of
principal, premium, if any, or interest (or such Additional Amounts, if any),
the Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the stated maturity or
by declaration of acceleration, call for redemption, redemption at the option of
the holder thereof or otherwise, and as if such payment were made by the
Company.

      2. The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Security or the Fiscal Agency Agreement, the absence of any action to
enforce the same, any waiver or consent by the holder of such Security or any
such coupon or by the Fiscal Agent with respect to any provisions thereof or of
the Fiscal Agency Agreement, the recovery of any judgment against the Company or
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or coupon or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in such Security and
any such coupon and in this Guarantee.

      3. (a) The Guarantor will not merge or consolidate with, or sell or convey
all or substantially all of its assets to, any other corporation, unless (i)
either (A) the Guarantor shall be the surviving corporation in the case of a
merger, (B) the assets sold or conveyed shall be owned by a corporation which,
immediately following such sale or conveyance, is at least 51%-owned by the
Guarantor, provided that such sale or conveyance does not result in the
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Guarantor, or (C) (I) the surviving, resulting or transferee
corporation shall expressly assume the due and punctual performance of all of
the covenants and obligations of the Guarantor under the Guarantees and Fiscal
Agency Agreement, by supplemental agreement reasonably satisfactory to the
Fiscal Agent, and (II) the Fiscal Agent shall have received the documentation
required in the context by the Fiscal Agency Agreement and (ii) the Guarantor or
such successor corporation, as the case may be, shall not, immediately after
such merger, consolidation, sale or conveyance, be in default in the performance
of any covenants or obligations of the Guarantor under the Guarantees or the
Fiscal Agency Agreement.

           (b) Upon any merger, consolidation, sale, conveyance or assumption as
provided in Section 3(a), the successor or assuming corporation shall succeed to
and be substituted for, and may exercise every right and power of and be subject
to all the obligations of, the Guarantor under the Guarantees and Fiscal Agency
Agreement, with the same effect as if such successor or assuming corporation had
been named as the Guarantor therein and herein and the Guarantor shall be
released from its obligations as obligor under the Guarantees and Fiscal Agency
Agreement.

      4. (a) The Guarantor, for itself, its successors and assigns, covenants
and agrees, and each holder of Securities by his acceptance thereof, likewise
covenants and agrees, that all obligations of the Guarantor relating to payment
of the principal of, premium, if any, and interest (and Additional Amounts
(pursuant to Section 2 of the Securities) on each and all of the Securities is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Superior
Indebtedness of the Guarantor.

      "Superior Indebtedness of the Guarantor" shall mean the principal of,
premium, if any, and interest on the following, whether outstanding at the date
hereof or hereafter created or incurred:

                (i) indebtedness of the Guarantor for money borrowed by the
Guarantor (including purchase money obligations and obligations to reimburse any
bank or other person in respect of amounts paid under letter of credit) whether
or not evidenced by debentures, bonds, notes or other corporate debt securities
or similar instruments issued by the Guarantor (including the Guarantor's
obligations with respect to its 5% Senior Convertible Debentures due 2001 and
its 4-5/8% Senior Convertible Debentures due 1997); provided, however, that
Superior Indebtedness shall not include (a) the Guarantor's 4-7/8% Convertible
Subordinated Debentures due 1997, the obligations represented by which shall
rank pari passu with the obligations represented hereby in right of payment, (b)
the Guarantor's subordinated guarantee of the principal, premium, if any, and
interest on the 6-5/8% Convertible Subordinated Debentures due 2001 of Thermo
Instrument Systems Inc., on the 6-1/2% Convertible Subordinated Debentures due
1997 of Thermo Process Systems Inc., on the Non-Interest Bearing Convertible
Subordinated Debentures due 1997 and the 5-1/2% Convertible Subordinated Note
due 2002 of Thermo Cardiosystems Inc., on the 6-1/2% Convertible Subordinated
Debentures due 1998 of Thermedics Inc., and on the 3-3/4% Convertible
Subordinated Debentures due 2000 of Thermo Voltek Corp., the obligations
represented by which shall rank pari passu with the obligations represented
hereby in right of payment and (c) the Guarantor's subordinated guarantee of the
obligations to redeem the common stock of ThermoLyte Corporation, the
obligations represented by which shall rank pari passu with the obligations
represented hereby in right of payment;

                (ii) leases for real property, equipment or other assets used in
the Guarantor's business, which leases are capitalized in the Guarantor's
consolidated financial statements in accordance with generally accepted
accounting principles;

                (iii)commitment, standby and other fees due and
payable to financial institutions with respect to credit
facilities available to the Guarantor;

                (iv) obligations under interest rate and currency swaps, floors,
caps or other similar arrangements intended to fix or hedge interest rate
obligations or currency exposure;

                (v) indebtedness secured by any mortgage, pledge, lien or other
encumbrance existing on property which is owned or held by the Guarantor subject
to such mortgage, pledge, lien or other encumbrance, whether or not the
indebtedness secured thereby shall have been assumed by the Guarantor;

                (vi) obligations of the Guarantor constituting a guarantee of
indebtedness of or joint obligation with another or others which would be
included in the preceding clauses (i), (ii), (iii), (iv), or (v) if an
obligation of the Guarantor (including the Guarantor's guarantee of the
principal, premium, if any, and interest on the 3-3/4% Senior Convertible
Debentures due 2000 of Thermo Instrument Systems Inc.); or

                (vii)renewals, extensions or refundings of any of the
indebtedness, leases, fees or obligations referred to in the preceding clauses
(i), (ii), (iii), (iv), (v) and (vi);

provided that Superior Indebtedness shall not include (A) any particular
indebtedness, lease, fee, obligation, renewal, extension or refunding if, under
the express provisions of the instrument creating or evidencing the same, or
pursuant to which the same is outstanding, such indebtedness, lease, fee or
obligation or such renewal, extension or refunding thereof is stated to be not
superior in right of payment to the Guarantees, and (B) the Guarantees.

           (b) (i) In the event of any insolvency or bankruptcy proceedings, or
any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Guarantor or it its creditors, in their
capacity as such creditors, or to its property, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of the
Guarantor, whether or not involving insolvency or bankruptcy, or in the event of
any assignment for the benefit of creditors of the Guarantor or any marshaling
of assets of the Guarantor, then the holders of Superior Indebtedness of the
Guarantor shall first be entitled to receive payment in full of the principal of
(and premium, if any) and interest, including interest thereon accruing after
the commencement of any such proceeding, on all Superior Indebtedness of the
Guarantor before the holders of any of the Securities and coupons shall be
entitled to receive any payment on account of the obligations of the Guarantor
relating to the principal of, premium, if any, or interest ( and Additional
Amounts ( pursuant to Section 2 of the Securities) on the Securities and
coupons, and to that end the holders of Superior Indebtedness of the Guarantor
shall be entitled to receive for application in payment thereof any payment or
distribution of any kind or character, whether in cash, property or securities,
which may be payable or deliverable in any such proceedings in respect of the
obligations of the Guarantor relating to the Securities and coupons, other than
securities of the Guarantor as reorganized or readjusted or securities of the
Guarantor or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in this Section 4 with respect to the obligations of the Guarantor
relating to the Securities and coupons, to the payment of all Superior
Indebtedness of the Guarantor, provided that the rights of the holders of
Superior Indebtedness of the Guarantor are not altered by such reorganization or
readjustment. For the purposes of this Section 4, no consolidation, merger,
conveyance or transfer made pursuant to the provisions of Section 3 shall be
deemed to be a liquidation, reorganization, dissolution or other winding up of
the Guarantor.

                (ii) If under the circumstances set forth in paragraph (i) of
this subsection, and notwithstanding the provisions thereof, any payment or
distribution of assets of the Guarantor of any kind, whether in cash, property,
or securities (other than securities of the Guarantor as reorganized or
readjusted or securities of the Guarantor or any other corporation provided for
by a plan of reorganization or readjustment the payment of which is
subordinated, at least to the extent provided in this Section 4 with respect to
the obligations of the Guarantor relating to the Securities and coupons, to the
payment of all Superior Indebtedness of the Guarantor, provided that the rights
of the holders of Superior Indebtedness of the Guarantor are not altered by such
reorganization or readjustment), shall be received by the holders of the
Securities in respect of the obligations of the Guarantor before the principal
of (and premium, if any) and interest on all Superior Indebtedness of the
Guarantor is paid in full, such payment or distribution shall be paid over to
the holders of Superior Indebtedness of the Guarantor, ratably, for application
to the payment of the principal of (and premium, if any) and interest on all
Superior Indebtedness of the Guarantor remaining unpaid until all the principal
of (and premium, if any) and interest on Superior Indebtedness of the Guarantor
shall have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Superior Indebtedness of the Guarantor.

                (iii)Upon any distribution of assets of the guarantor referred
to in this Section, the holders of Securities shall be entitled to rely upon any
final order or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
and the holders of Securities shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
holders of Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of Superior Indebtedness of the
Guarantor and other indebtedness of the Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section.

           (c) (i) Upon the maturity of any Superior Indebtedness of the
Guarantor by lapse of time, acceleration or otherwise, all principal thereof
(and premium, if any) and interest due thereon, including interest thereon
accruing after the commencement of any proceeding of the type referred to in
paragraph (i) of Section 4(b) above, shall first be paid in full, or such
payment duly provided for in cash, before any payment, directly or indirectly,
is made on account of the obligations of the Guarantor relating to the principal
of, premium, if any, or interest (or Additional Amounts (pursuant to Section 2
of the Securities) on the Securities or coupons.

                (ii) Upon the happening of an event of default with respect to
any Superior Indebtedness of the Guarantor, as defined therein or in the
instrument under which it is outstanding, permitting the holders to accelerate
the maturity thereof, then, unless and until such event of default shall have
been cured or waived or shall have ceased to exist, no payment shall be made by
the Guarantor, directly or indirectly, on account of the obligations of the
Guarantor relating to the principal of, premium, if any, or interest (or
Additional Amounts (pursuant to Section 2 of the Securities) on the Securities
and coupons.

           (d) In case cash, securities or other property otherwise payable or
deliverable to the holders of the Securities on account of the Guarantees shall
have been applied, pursuant to Section 4(b) or (c), to the payment of Superior
Indebtedness of the Guarantor, then, upon the payment in full of the principal
of (and premium, if any) and interest on all Superior Indebtedness of the
Guarantor, the holders of the Securities and coupons shall be subrogated to any
rights of any holders of Superior Indebtedness of the Guarantor, to receive any
further payments or distributions applicable to Superior Indebtedness of the
Guarantor until the obligations of the Guarantor in respect of the Guarantees
shall have been discharged in full, and such payments or distributions received
by the holders of the Securities and coupons, by reason of such subrogation, of
cash, securities or other property which otherwise would be paid or distributed
to the holders of Superior Indebtedness of the Guarantor, shall, as between the
Guarantor and its creditors other than the holders of Superior Indebtedness of
the Guarantor, on the one hand, and the holders of the Securities and coupons on
account of the Guarantees, on the other hand, be deemed to be a payment by the
Guarantor on account of Superior Indebtedness of the Guarantor and not on
account of the Securities and coupons.

           (e) No present or future holder of any Superior Indebtedness of the
Guarantor shall be prejudiced in any way in the right to enforce the
subordination of the Guarantees by any act or failure to act on the part of the
Guarantor. The provisions of this Section 4 are solely for the purpose of
defining the relative rights of the holders of Superior Indebtedness of the
Guarantor, on the one hand, and the holders of the Securities and coupons on
account of the Guarantees, on the other hand, against the Guarantor and its
assets, and nothing contained in this Section 4 shall impair, as between the
Guarantor and the holder of any Security or coupon, the obligation of the
Guarantor, which is unconditional and absolute, to perform in accordance with
the terms of its Guarantees, or prevent the holder of any Security or coupon,
upon default hereunder or under such Security or coupon, from exercising all
rights, powers and remedies otherwise provided herein or therein or by
applicable law, all subject to the rights of the holders of Superior
Indebtedness of the Guarantor under this Section 4 to receive cash, property or
securities otherwise payable or deliverable to the holders of the Securities and
coupons on account of the Guarantees.

           (f) Nothing contained in this Section 4 or in any Guarantees shall
prevent at any time, except under the conditions described in Sections 4(b) and
(c) hereof or during the pendency of any dissolution, winding up, liquidation or
reorganization proceedings therein referred to, the Guarantor from performing
its obligations under the Guarantees.

      5. The Guarantor shall be subrogated to all rights of the holders of the
Securities and of any coupons against the Company in respect of any amounts paid
by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until the
principal of, premium, if any, and interest on (and Additional Amounts pursuant
to Section 2 of the Securities, if any, on) all of the Securities shall have
been paid in full.

      6. This Guarantee shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

      7. All terms used in this Guarantee which are defined in the Fiscal Agency
Agreement shall have the meanings assigned to them in the Fiscal Agency
Agreement.

      8. Subject to the next following paragraph, the Guarantor hereby certifies
and warrants that all acts, conditions and things required to be done and
performed and to have happened precedent to the creation and issuance of this
Guarantee and to constitute the same a legal, valid and binding obligation of
the Guarantor have been done and performed and have happened in due and strict
compliance with all applicable laws.

      9. This Guarantee shall not become valid or obligatory for any purpose
until the certificate of authentication on the Security upon which this
Guarantee is endorsed shall have been duly signed by the Fiscal Agent acting
under the Fiscal Agency Agreement.

      IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.

Dated as of May 4, 1995


                                    THERMO ELECTRON CORPORATION


                                       By:
`                                        [Title]












<PAGE>



                                    EXHIBIT C


<PAGE>


                Form of Certificate to be Given by the Euroclear Operator and
               CEDEL S.A.


                                  CERTIFICATION

                             Thermo Remediation Inc.

                                U.S. $37,950,000

            4-7/8% Convertible Subordinated Debentures
                                 due May 1, 2000

                               (the "Securities")


      This is to certify that, based on certificates we have received in
writing, by tested telex or by electronic transmission from our member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below, substantially in the form set out in the
Fiscal Agency Agreement relating to the above-captioned Securities, as of the
date hereof, U.S. $______ principal amount of the above-captioned Securities (i)
are owned by a person that is not a citizen or resident of the United States, a
domestic partnership, a domestic corporation or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source (a "United States Person"), (ii) are owned by a United States Person that
is (a) the foreign branch of a United States financial institution (as defined
in United States Treasury Regulations Section 1.165-12(c)(1)(v)) (a "financial
institution") purchasing for its own account or for resale, or (b) a United
States Person who acquired the Securities through the foreign branch of a United
States financial institution and who holds the Securities through such financial
institution on the date hereof (and in the case of either clause (a) or (b), the
financial institution has agreed for your benefit to comply with the
requirements of Section 163(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are
owned by a financial institution for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)). Financial institutions described in clause (iii) of the
preceding sentence (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States Person or to a person within the
United States or its possessions.

      In addition, based on such certificates, none of such principal amount
constitutes an unsold allotment or subscription of a distributor (as defined in
United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)).

      As used in this Certificate, "United States" means the
United States of America (including the States and the District
of Columbia); and its "possessions" include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

      We further certify that, as of the date hereof, (i) we are not making
available herewith for exchange any portion of the Temporary Global Security
excepted in such certifications and (ii) we have not received any notification
from any of our member organizations to the effect that the statements made by
such member organizations with respect to any portion of the part submitted
herewith for exchange are no longer true and cannot be relied upon as of the
date hereof.

      We understand that this certificate is required in connection with certain
tax laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceedings.


Dated:  ___________, 1995*

                                    Yours faithfully,

                                    [MORGAN GUARANTY TRUST COMPANY
                                      OF NEW YORK (Brussels Office),
                                        as Operator of the Euroclear
                                        System]**


                                    [CEDEL S.A.]**


                                       By:


----------------
*     To be dated no earlier than the date which is 40 days after
the closing of the sale of the Debentures.

**    Delete as appropriate.



<PAGE>



















                                    EXHIBIT D



<PAGE>


            Form of Certificate of Beneficial Ownership
            for Bearer Securities to be Provided to the
                Euroclear Operator or to CEDEL S.A.


                                  CERTIFICATION

                             Thermo Remediation Inc.

                                U.S. $37,950,000

            4-7/8% Convertible Subordinated Debentures
                                 due May 1, 2000

                               (the "Securities")


      This is to certify that as of the date hereof and except as provided in
the fourth paragraph hereof, the above-captioned Securities held by you for our
account:

      (a)(i) are owned by a person that is not a citizen or a resident, a
    domestic partnership, a domestic corporation or any estate or trust the
    income of which is subject to United States federal income taxation
    regardless of its source (a "United States Person"), or

           (ii) are owned by a United States Person that is (A) the foreign
    branch of a United States financial institution (as defined in United States
    Treasury Regulations Section 1.165-12(c)(1)(v)) (a "financial institution")
    purchasing for its own account or for resale, or (B) a United States Person
    who acquired the Securities through the foreign branch of a United States
    financial institution and who holds the Securities through such financial
    institution on the date hereof (and in the case of either clause (A) or (B),
    the financial institution hereby agrees for the benefit of the Company to
    comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
    United States Internal Revenue Code of 1986, as amended, and the regulations
    thereunder), or

           (iii)are owned by a financial institution for purposes of resale
    during the restricted period (as defined in United States Treasury
    Regulations Section 1.163-5 (c)(2)(i)(D)(7)).

      In addition, financial institutions described in clause (iii) of the
    preceding sentence (whether or not also described in clause (i) or (ii))
    certify that they have not acquired the Securities for purposes of resale
    directly or indirectly to a United States Person or to a person within the
    United States or its possessions.

      (b) Do not constitute part of an unsold allotment or subscription of a
    distributor (as defined in United States Treasury Regulations Section
    1.163-5(c)(2)(i)(D)).

      As used in this Certificate, "United States" means the
United States of America (including the States and the District
of Columbia), and its "possessions" include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

      We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on any date of exchange by us of a portion
of the Temporary Global Bearer Security for definitive Securities as to all of
the above-captioned Securities then appearing in your books as being held for
our account.

      This certificate excepts and does not relate to U.S. $____ principal
amount of the above-captioned Securities appearing on your books as being held
for our account as to which we are not yet able to certify and as to which we
understand that exchange and delivery of definitive Securities cannot be made
until we are able so to certify.

      We understand that this certificate is required in connection with certain
tax regulations in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorized you to produce this certificate or a copy
hereof to any interested party in such proceedings.

Date:  ___________, 1995*


                                    [NAME]

                                       By:
                                         Signature
                                         As, or as agent for, the
                                    beneficial
                                         owner(s) of the
                                    Securities to which this certificate
                                         relates.


* Not earlier than 15 days prior to the date which is 40 days after the closing
date of the sale of the Securities.


<PAGE>




















                                    EXHIBIT E



<PAGE>


                        Form of Certificate of Beneficial
                            Ownership for Registered
                          Securities to be Provided to
                            the Euroclear Operator or
                                  to CEDEL S.A.


      Please issue $___________ of the U.S. $ 37,950,000 4-7/8% Convertible
Subordinated Debentures due May 1, 2000 (the "Securities") of Thermo Remediation
Inc. held by you for our account in registered form. We hereby certify to you
that we are not a U.S. person as defined in Regulation S under the United States
Securities Act of 1933, as amended. The exact name of the beneficial holder that
the Securities are to be registered in is as follows:







      This certificate does not constitute such certification on Form W-8 or its
equivalent as may be necessary to avoid imposition of withholding and/or back-up
withholding under U.S. federal tax law with respect to any payments of interest
on the Securities.

      We irrevocably authorize you to produce this certificate or a copy hereof
to any interested party in any administrative or legal proceedings with respect
to the matters covered by this certificate.

                                    [NAME]

Date:  ___________, 1995*

                                    By:___________________________
                                         Signature
                                         [to be completed by the
                                    account
                                         holder as, or as agent
                                    for, the
                                         beneficial owner(s) of
                                    the Securities
                                         to which this
                                    certificate relates.]


*    To be dated not earlier than the Closing Date.