<PAGE>
                                                                     Exhibit 4.2

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


                            BAXTER INTERNATIONAL INC.




                                       and




                          BANK ONE TRUST COMPANY, N.A.,

                           as Purchase Contract Agent

                           PURCHASE CONTRACT AGREEMENT

                          Dated as of December 17, 2002

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




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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                                   ARTICLE 1
            Definitions And Other Provisions Of General Application

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

                                   ARTICLE 2
                               Certificate Forms

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

                                   ARTICLE 3
                                   The Units

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

                                       i

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

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

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

                                    ARTICLE 5
                             The Purchase Contracts

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

                                    ARTICLE 6
                                    Remedies

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

                                       ii

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

                                    ARTICLE 8
                             Supplemental Agreements

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

                                    ARTICLE 9
              Consolidation, Merger, Conveyance, Transfer Or Lease

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

                                    ARTICLE 10
                                    Covenants

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

                                      iii

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



EXHIBITS

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

                                       iv

<PAGE>


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

                                    RECITALS

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

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

                                    ARTICLE 1
             Definitions And Other Provisions Of General Application

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

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

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

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

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

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

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

                                        1

<PAGE>

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

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

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

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

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

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

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

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

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

                                        2

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       3

<PAGE>

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

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

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

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

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

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

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

                                       4

<PAGE>

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

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

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

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

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

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

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

         "DTC" means The Depository Trust Company.

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

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

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

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

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

                                        5

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       6




<PAGE>

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

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

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

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

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

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

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

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

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

                (iv)    a statement as to whether, in the opinion of each such
         officer, such condition or covenant has been complied with.

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

                                       7

<PAGE>

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

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

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

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

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

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

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

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

                                       8

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       9

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       10

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       11

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       12

<PAGE>

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

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

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

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

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

         "Stated Amount" means $50.00.

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

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

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

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

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

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

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

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

                                       13

<PAGE>

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

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

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

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

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

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

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

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

                                       14

<PAGE>

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

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

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

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

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

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

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

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

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

                                       15

<PAGE>

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

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

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

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

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

         (iv)   a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with.

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

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

                                       16

<PAGE>

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

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

         Section 1.04. Acts Of Holders; Record Dates.

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

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

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

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

                                       17

<PAGE>

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

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

         Section 1.05.  Notices.

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

                                       18

<PAGE>

If to the Purchase Contract Agent:

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

If to the Company:

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

If to the Collateral Agent:

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

If to the Indenture Trustee:

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

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

         Section 1.06.  Notice To Holders; Waiver.

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

                                       19

<PAGE>

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

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

         Section 1.07.  Effect Of Headings And Table Of Contents.

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

         Section 1.08.  Successors And Assigns.

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

         Section 1.09.  Separability Clause.

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

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

         Section 1.11.  Governing Law.

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

                                       20

<PAGE>

         Section 1.12.  Legal Holidays.

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

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

         Section 1.13.  Counterparts.

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

         Section 1.14.  Inspection Of Agreement.

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

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

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

                                       21

<PAGE>

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

                                    ARTICLE 2
                                Certificate Forms

         Section 2.01.  Forms Of Certificates Generally.

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

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

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

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

                                       22

<PAGE>

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

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

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

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

                                    ARTICLE 3
                                    The Units

         Section 3.01.  Amount; Form And Denominations.

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

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

                                       23

<PAGE>

         Section 3.02.  Rights And Obligations Evidenced By The Certificates.

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

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

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

                                       24

<PAGE>

         Section 3.03.  Execution, Authentication, Delivery And Dating.

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

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

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

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

         Each Certificate shall be dated the date of its authentication.

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

         Section 3.04.  Temporary Certificates.

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

                                       25

<PAGE>

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

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

         Section 3.05.  Registration; Registration Of Transfer And Exchange.

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

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

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

                                       26

<PAGE>

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

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

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

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

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

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

                                       27

<PAGE>

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

         Section 3.06.  Book-entry Interests.

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

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

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

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

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

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

                                       28

<PAGE>

         Section 3.07.  Notices To Holders.

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

         Section 3.08.  Appointment Of Successor Depositary.

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

         Section 3.09.  Definitive Certificates.

         If:

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

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

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

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

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

                                       29

<PAGE>

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

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

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

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

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

                                       30

<PAGE>

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

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

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

         Section 3.11.  Persons Deemed Owners.

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

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

                                       31

<PAGE>

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

         Section 3.12.  Cancellation.

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

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

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

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

                                       32

<PAGE>

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

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

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

               (i)   cancel the related Corporate Units;

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

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

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

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

                                       33

<PAGE>

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

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

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

     Section 3.14. Recreation Of Corporate Units.

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

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

                                       34

<PAGE>

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

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

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

                 (i)     cancel the related Treasury Units;

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

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

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

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

                                       35

<PAGE>

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

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

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

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

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

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

                                       36

<PAGE>

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

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

         Section 3.16.  No Consent To Assumption.

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

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

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

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

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

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<PAGE>

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

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

         Section 4.02.  Notice And Voting.

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

                                       38

<PAGE>

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

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

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

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

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

         Section 4.03.  Special Event Redemption.

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

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

                                       39

<PAGE>

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

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

                                   ARTICLE 5
                             The Purchase Contracts

         Section 5.01.  Purchase Of Shares Of Common Stock.

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

                                       41

<PAGE>

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

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

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

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

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

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

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

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

               (iv)    consents to the provisions hereof;

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

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

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<PAGE>

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

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

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

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

         Section 5.02. Remarketing; Payment Of Purchase Price.

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

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<PAGE>

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

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

                                       44

<PAGE>

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

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

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

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

                                       45

<PAGE>

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

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

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

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

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

                                       46

<PAGE>

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

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

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

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

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

                                       47

<PAGE>

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

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

                                       48

<PAGE>

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

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

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

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<PAGE>

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

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

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

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

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<PAGE>

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

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

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

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

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

     (i)  Upon Cash Settlement of any Purchase Contract:

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<PAGE>

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

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

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

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

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

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<PAGE>

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

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

     Section 5.04. Adjustment Of Settlement Rate.

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

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

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

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<PAGE>

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

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

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

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

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

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

                                       54

<PAGE>

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

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

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

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

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

                                       55

<PAGE>

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

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

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

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

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<PAGE>

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

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

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<PAGE>

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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<PAGE>

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

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

             (i)   In the event of:

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 5.05. Notice Of Adjustments And Certain Other Events.

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

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

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

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

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

         Section 5.06.  Termination Event; Notice.

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

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

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

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<PAGE>

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

         Section 5.08.  Intentionally Omitted.

         Section 5.09.  No Fractional Shares.

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

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<PAGE>

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

         Section 5.10.  Charges And Taxes.

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

         Section 5.11.  Contract Adjustment Payments.

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE 6
                                    Remedies

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

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

     Section 6.02.  Restoration Of Rights And Remedies.

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

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

     Section 6.03.  Rights And Remedies Cumulative.

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

     Section 6.04.  Delay Or Omission Not Waiver.

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

     Section 6.05.  Undertaking For Costs.

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

     Section 6.06.  Waiver Of Stay Or Extension Laws.

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

                                   ARTICLE 7
                           The Purchase Contract Agent

     Section 7.01.  Certain Duties And Responsibilities.

     (a) The Purchase Contract Agent:

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

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

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

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

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

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

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

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

     Section 7.02.  Notice Of Default.

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

     Section 7.03.  Certain Rights Of Purchase Contract Agent.

     Subject to the provisions of Section 7.01:

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

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

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

     (d) the Purchase Contract Agent may consult with counsel of its selection
appointed with due care by it hereunder and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;

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

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

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

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

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

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

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

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

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

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

     Section 7.05.  May Hold Units.

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

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

     Section 7.06.  Money Held In Custody.

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

     Section 7.07.  Compensation And Reimbursement.

     The Company agrees:

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

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

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

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

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

     Section 7.08.  Corporate Purchase Contract Agent Required, Eligibility.

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

     Section 7.09.  Resignation And Removal; Appointment Of Successor.

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

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

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

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

     (d) If at any time:

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

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

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

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

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

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

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

     Section 7.10.  Acceptance Of Appointment By Successor.

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

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

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

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

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

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

     Section 7.12. Preservation Of Information; Communications To Holders.

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

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

     Section 7.13. No Obligations Of Purchase Contract Agent.

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

     Section 7.14. Tax Compliance.

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

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

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

                                   ARTICLE 8
                             Supplemental Agreements

     Section 8.01. Supplemental Agreements Without Consent Of Holders.

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

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

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

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

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

                                       86

<PAGE>

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

     Section 8.02.  Supplemental Agreements With Consent Of Holders.

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

     (a) change any Payment Date;

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

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

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

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

                                       87

<PAGE>

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

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

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

     Section 8.03. Execution Of Supplemental Agreements.

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

     Section 8.04 . Effect Of Supplemental Agreements.

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

     Section 8.05. Reference To Supplemental Agreements.

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

                                       88

<PAGE>

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

                                   Article 9
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

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

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

     Section 9.02. Rights And Duties Of Successor Corporation.

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

                                       89

<PAGE>

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

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

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

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

                                   Article 10
                                    COVENANTS

     Section 10.01. Performance Under Purchase Contracts.

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

     Section 10.02. Maintenance Of Office Or Agency.

                                       90

<PAGE>

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

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

     Section 10.03. Company To Reserve Common Stock.

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

     Section 10.04. Covenants As To Common Stock.

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

                                       91

<PAGE>

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

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

     Section 10.06. ERISA.

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

     Section 10.07. Tax Treatment.

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

                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       92

<PAGE>

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


                                     BAXTER INTERNATIONAL INC.


                                     By:________________________________
                                        Name:
                                        Title:


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


                                     By:________________________________
                                        Name:
                                        Title:

<PAGE>

                                                                       EXHIBIT A

                  (FORM OF FACE OF CORPORATE UNIT CERTIFICATE)

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

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

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



                            BAXTER INTERNATIONAL INC.
                                 Corporate Units

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

                                       A-1

<PAGE>

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

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

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

                                       A-2

<PAGE>

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

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

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

                                       A-3

<PAGE>

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

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

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

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

                                       A-4

<PAGE>

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

                                          BAXTER INTERNATIONAL INC.


                                          By: _________________________________
                                              Name:
                                              Title:


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


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


                                          By: __________________________________
                                              Name:
                                              Title:

         DATED:__________________

                                       A-5

<PAGE>

                          CERTIFICATE OF AUTHENTICATION
                           OF PURCHASE CONTRACT AGENT

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

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

                                                ________________________________
                                                ________________________________
                                           By:  ________________________________
                                                Name:
                                                Title:

         Dated: ____________________

                                       A-6

<PAGE>

                 (FORM OF REVERSE OF CORPORATE UNIT CERTIFICATE)

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

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

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

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

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

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

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

                                       A-7

<PAGE>

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

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

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

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

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

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

                                       A-8

<PAGE>

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

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

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

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

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

                                       A-9

<PAGE>

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

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

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

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

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

                                      A-10

<PAGE>

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

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

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

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

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

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

                                      A-11

<PAGE>

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

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

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

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

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

                                      A-12

<PAGE>

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

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

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

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

                                      A-13

<PAGE>

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

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

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

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

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

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

                                      A-14

<PAGE>

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

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

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

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

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

                                      A-15

<PAGE>

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

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

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

                                      A-16

<PAGE>

                                  ABBREVIATIONS

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

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

TENANT:                             as tenants by the entireties

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

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

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

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

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

Dated: _______________________      Signature __________________________________

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

         Signature Guarantee: __________________________________________________

                                      A-17

<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated: _______________________________






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



______________________________________
Name




______________________________________
Address



______________________________________
______________________________________
______________________________________


Social Security or other

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



REGISTERED HOLDER



Please print name and address of
Registered Holder:




____________________________________
Name




____________________________________
Address


____________________________________
____________________________________
____________________________________

                                      A-18

<PAGE>

              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

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

Dated: _____________________________      Signature ____________________________

Signature Guarantee: ____________________

                                      A-19

<PAGE>

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

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




______________________________________
Name




______________________________________
Address




______________________________________
______________________________________
______________________________________



Social Security or other
Taxpayer Identification

Number, if any


REGISTERED HOLDER





Please print name and address of
Registered Holder:




____________________________________
Name




____________________________________
Address



____________________________________
____________________________________
____________________________________

                                      A-20

<PAGE>

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                      A-21

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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

                                      A-22

<PAGE>

                                                                       EXHIBIT B

                   (FORM OF FACE OF TREASURY UNIT CERTIFICATE)

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

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

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

                            BAXTER INTERNATIONAL INC.
                                 Treasury Units

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

                                      B-1

<PAGE>

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

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

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

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

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

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

                                      B-2

<PAGE>

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

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

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

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

                                     BAXTER INTERNATIONAL INC.



                                     By: _______________________________________
                                         Name:
                                         Title:


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



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



                                     By: _______________________________________
                                         Authorized Officer

     Dated:_____________________

                                      B-3

<PAGE>

                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

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

                                         Company Name



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

                                         By: ___________________________________
                                             Authorized Officer:



     Dated:_________________

                                      B-4

<PAGE>

                     (REVERSE OF TREASURY UNIT CERTIFICATE)

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

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

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

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

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

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

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

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

                                      B-5

<PAGE>

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

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

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

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

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

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

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

                                      B-6

<PAGE>

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

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

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

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

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

                                      B-7

<PAGE>

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

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

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

                                      B-8

<PAGE>

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

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

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

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

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

                                      B-9

<PAGE>

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

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

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

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

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

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

                                      B-10

<PAGE>

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

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

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

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

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

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

                                      B-11

<PAGE>

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

                                      B-12

<PAGE>

                                  ABBREVIATIONS

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

TEN COM:                                    as tenants in common

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

                                            ____________________________________

TENANT:                                     as tenants by the entireties

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

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

                              ____________________

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

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

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

Dated: _____________________         Signature _________________________________

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

     Signature Guarantee: ______________________________________________________

                                      B-13

<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated: _____________________________________

If shares are to be registered in the       ____________________________________
name of and delivered to a Person           Signature
other than the Holder, please (i) print     Signature Guarantee:________________
such Person's name and address and          (if assigned to another person)
(ii) provide a guarantee of your
signature:
                                            REGISTERED HOLDER


                                            Please print name and address of
                                            Registered Holder:

_____________________________________
Name

                                            ____________________________________
                                            Name

_____________________________________
Address

                                            ____________________________________
                                            Address
_____________________________________
_____________________________________
_____________________________________

                                            ____________________________________
                                            ____________________________________
                                            ____________________________________

Social Security or other
Taxpayer Identification



Number, if any

                                      B-14

<PAGE>

              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

     The undersigned Holder of this Treasury Units Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early
Settlement upon a Cash Merger] in accordance with the terms of the Purchase
Contract Agreement with respect to the Purchase Contracts underlying the number
of Treasury Units evidenced by this Treasury Units Certificate specified below.
The option to effect [Early Settlement] [Cash Merger Early Settlement] may be
exercised only with respect to Purchase Contracts underlying Treasury Units with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock or
other securities deliverable upon such [Early Settlement] [Cash Merger Early
Settlement] be registered in the name of, and delivered, together with a check
in payment for any fractional share and any Treasury Units Certificate
representing any Treasury Units evidenced hereby as to which Cash Merger Early
Settlement of the related Purchase Contracts is not effected, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. Pledged Treasury Securities deliverable upon such [Early
Settlement] [Cash Merger Early Settlement] will be transferred in accordance
with the transfer instructions set forth below. If shares are to be registered
in the name of a Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.

Dated: _____________________       Signature ___________________________________



Signature Guarantee: ____________________

                                      B-15

<PAGE>

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

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




_______________________________________    _____________________________________
Name                                       Name



_______________________________________    _____________________________________
Address                                    Address



_______________________________________    _____________________________________
_______________________________________    _____________________________________
_______________________________________    _____________________________________


Social Security or other
Taxpayer Identification



Number, if any

                                      B-16

<PAGE>

     Transfer Instructions for Pledged Treasury Securities Transferable upon
[Early Settlement] [Cash Merger Early Settlement] or a Termination Event:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                      B-17

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      B-18

<PAGE>

                                                                       EXHIBIT C

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

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

     Re: [________ Corporate Units] [_______ Treasury Units] of Baxter
International Inc., a Delaware corporation (the "Company").

     The undersigned Holder hereby notifies you that it has delivered to Bank
One Trust Company, N.A., as Securities Intermediary, for credit to the
Collateral Account, $______ aggregate principal amount of [Senior Notes]
[Treasury Securities] in exchange for the [Pledged Senior Notes] [Pledged
Treasury Securities] held in the Collateral Account, in accordance with the
Pledge Agreement, dated as of December 17, 2002 (the "Pledge Agreement"; unless
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein), between you, the Company, the Collateral Agent, the
Custodial Agent and the Securities Intermediary. The undersigned Holder has paid
all applicable fees and expenses relating to such exchange. The undersigned
Holder hereby instructs you to instruct the Collateral Agent to release to you
on behalf of the undersigned Holder the [Pledged Senior Notes] [Pledged Treasury
Securities] related to such [Corporate Units] [Treasury Units].

Date: _____________________          ___________________________________________
                                     Signature



                              Signature Guarantee: _____________________________

                                      C-1

<PAGE>

Please print name and address of Registered Holder:



___________________________________         ____________________________________
Name                                        Social Security or other Taxpayer
                                            Identification Number, if any



Address


___________________________________

___________________________________

___________________________________

___________________________________

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                       NOTICE FROM PURCHASE CONTRACT AGENT
                                   TO HOLDERS

         (Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]



________________________________

________________________________

Attention:
Telecopy: __________

     Re:  [__________ Corporate Units] [______ Treasury Units] of Baxter
          International Inc., a Delaware corporation (the "Company")

     Please refer to the Purchase Contract Agreement, dated as of December 17,
2002 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and [Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) and]
Treasury Units from time to time.

     We hereby notify you that a Termination Event has occurred and that [the
Senior Notes] [Applicable Ownership Interests (as specified in clause (i) of the
definition of such term) in the Treasury Portfolio] [the Treasury Securities]
compromising a portion of your ownership interest in _____ [Corporate Units]
[Treasury Units] have been released and are being held by us for your account
pending receipt of transfer instructions with respect to such [Senior
Notes][Treasury Securities] (the "Released Securities").

     Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Corporate
Units][Treasury Units] effected through book-entry or by delivery to us of your
[Corporate Units Certificate][Treasury Units Certificate], we shall transfer the
Released Securities by book-entry transfer or other appropriate procedures, in
accordance with your instructions. In the event you fail to effect such transfer
or delivery, the Released Securities and any distributions thereon, shall be
held in our name, or a nominee in trust for your benefit, until such time as
such [Corporate Units][Treasury Units] are transferred or your [Corporate Units

                                      D-1

<PAGE>

Certificate] [Treasury Units Certificate] is surrendered or satisfactory
evidence is provided that such [Corporate Units Certificate][Treasury Units
Certificate] has been destroyed, lost or stolen, together with any
indemnification that we or the Company may require.


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

                                                ________________________________
                                                Name:
                                                Title: Authorized Signatory

                                      D-2

<PAGE>

                                                                       EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH

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

     Re:  [_______ Corporate Units] [Treasury Units] of Baxter International
          Inc., a Delaware corporation (the "Company")

     The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.02 of the Purchase Contract Agreement, dated as of December 17, 2002
(the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, prior to
or on 11:00 a.m. (New York City time) on the [fourth] Business Day immediately
preceding the Purchase Contract Settlement Date (in lawful money of the Unit ed
States by certified or cashiers' check or wire transfer, in immediately
available funds), $______ as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company with respect to _____ Purchase Contracts
on the Purchase Contract Settlement Date. The undersigned Holder hereby
instructs you to notify promptly the Collateral Agent of the undersigned
Holders' election to make such Cash Settlement with respect to the Purchase
Contracts related to such Holder's [Corporate Units] [Treasury Units].

Date: _______________________       ____________________________________________
                                    Signature

                                    Signature Guarantee: _______________________

Please print name and address of Registered Holder:

___________________________________


___________________________________

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                       NOTICE FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
              (Settlement of Purchase Contract through Remarketing)

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

     Re:  __________ Corporate Units of Baxter International Inc., a Delaware
          corporation (the "Company")

     Please refer to the Purchase Contract Agreement, dated as of December 17,
2002 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Corporate Units from time to time.

     In accordance with Section 5.02 of the Purchase Contract Agreement and,
based on notices of [Early Settlements][Cash Settlements] received from Holders
of Corporate Units as of 5:00 p.m. (New York City time), on the fifth Business
Day immediately preceding the [Initial] [Final] Remarketing Date, we hereby
notify you that an aggregate principal amount of $______ Senior Notes are to be
tendered for purchase in the Remarketing.

Date:                                       By: Bank One Trust Company, N.A.
                                                as the Purchase Contract Agent




                                            By: ________________________________
                                                Name:
                                                Title: Authorized Signatory

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