<PAGE>
                                                                     Exhibit 4.3

                                                                  EXECUTION COPY



                            BAXTER INTERNATIONAL INC.

                                       and

       BANK ONE TRUST COMPANY, N.A., as Collateral Agent, Custodial Agent
                          and Securities Intermediary

                                       and

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



                                PLEDGE AGREEMENT


                          Dated as of December 17, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                   ARTICLE 1
                                  Definitions

Section 1.01.  Definitions ................................................    2

                                    ARTICLE 2
                                     Pledge

Section 2.01.  Pledge .....................................................    6
Section 2.02.  Control ....................................................    6
Section 2.03.  Termination ................................................    7

                                    ARTICLE 3
                       Distributions on Pledged Collateral

Section 3.01.  Income and Distributions ...................................    7
Section 3.02.  Principal Payments Following Termination Event .............    7
Section 3.03.  Principal Payments Prior to or on Purchase Contract
        Settlement Date ...................................................    7
Section 3.04.  Payments to Purchase Contract Agent ........................    8
Section 3.05.  Assets Not Properly Released ...............................    8

                                    ARTICLE 4
                                     Control

Section 4.01.  Establishment of Collateral Account ........................    9
Section 4.02.  Treatment as Financial Assets ..............................    9
Section 4.03.  Sole Control by Collateral Agent ...........................    9
Section 4.04.  Securities Intermediary's Location .........................   10
Section 4.05.  No Other Claims ............................................   10
Section 4.06.  Investment and Release .....................................   10
Section 4.07.  Statements and Confirmations ...............................   10
Section 4.08.  Tax Allocations ............................................   10
Section 4.09.  No Other Agreements ........................................   10
Section 4.10.  Powers Coupled with an Interest ............................   11
Section 4.11.  Waiver Of Lien; Waiver Of Set-off ..........................   11
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                           <C>
                                    ARTICLE 5
          Initial Deposit; Creation of Treasury Units and Recreation of
                                 Corporate Units

Section 5.01.  Initial Deposit of Senior Notes .............................  11
Section 5.02.  Creation of Treasury Units ..................................  11
Section 5.03.  Recreation of Corporate Units ...............................  13
Section 5.04.  Termination Event ...........................................  14
Section 5.05.  Cash Settlement .............................................  15
Section 5.06.  Early Settlement and Cash Merger Early Settlement ...........  17
Section 5.07.  Application of Proceeds in Settlement of Purchase Contracts..  18

                                    ARTICLE 6
                      Voting Rights B Pledged Senior Notes

Section 6.01.  Voting Rights ...............................................  21

                                    ARTICLE 7
                               Rights and Remedies

Section 7.01.  Rights and Remedies of the Collateral Agent .................  21
Section 7.02.  Special Event Redemption ....................................  23
Section 7.03.  Successful Initial Remarketing ..............................  23
Section 7.04.  Substitutions ...............................................  23

                                    ARTICLE 8
                    Representations and Warranties; Covenants

Section 8.01.  Representations and Warranties ..............................  24
Section 8.02.  Covenants ...................................................  24

                                    ARTICLE 9
    The Collateral Agent, the Custodial Agent and the Securities Intermediary

Section 9.01.  Appointment, Powers and Immunities ..........................  25
Section 9.02.  Instructions of the Company .................................  26
Section 9.03.  Reliance by Collateral Agent and Securities Intermediary ....  26
Section 9.04.  Certain Rights ..............................................  27
Section 9.05.  Merger, Conversion, Consolidation or Succession to Business..  27
Section 9.06.  Rights in Other Capacities ..................................  28
Section 9.07.  Non-reliance on Collateral Agent, the Custodial Agent and
        Securities Intermediary ............................................  28
Section 9.08.  Compensation and Indemnity ..................................  28
Section 9.09.  Failure to Act ..............................................  29
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                           <C>
Section 9.10.  Resignation of Collateral Agent, the Custodial Agent and
        Securities Intermediary ............................................  30
Section 9.11.  Right to Appoint Agent or Advisor ...........................  31
Section 9.12.  Survival ....................................................  32
Section 9.13.  Exculpation .................................................  32

                                   ARTICLE 10
                                    Amendment

Section 10.01.  Amendment Without Consent of Holders .......................  32
Section 10.02.  Amendment with Consent of Holders ..........................  32
Section 10.03.  Execution of Amendments ....................................  34
Section 10.04.  Effect of Amendments .......................................  34
Section 10.05.  Reference of Amendments ....................................  34

                                   ARTICLE 11
                                  Miscellaneous

Section 11.01.  No Waiver ..................................................  34
Section 11.02.  Governing Law; Submission to Jurisdiction ..................  35
Section 11.03.  Notices ....................................................  35
Section 11.04.  Successors and Assigns .....................................  35
Section 11.05.  Counterparts ...............................................  35
Section 11.06.  Severability ...............................................  36
Section 11.07.  Expenses, Etc ..............................................  36
Section 11.08.  Security Interest Absolute .................................  36
Section 11.09.  Notice of Special Event, Special Event Redemption and
        Termination Event ..................................................  37
</TABLE>


EXHIBITS

Exhibit A - Instruction from Purchase Contract Agent to Collateral Agent
        (Creation of Treasury Units)
Exhibit B - Instruction from Collateral Agent to Securities Intermediary
        (Creation of Treasury Units)
Exhibit C - Instruction from Purchase Contract Agent to Collateral Agent
        (Recreation of Corporation Units)
Exhibit D - Instruction from Collateral Agent to Securities Intermediary
        (Recreation of Corporation Units)
Exhibit E - Notice of Cash Settlement from Collateral Agent to Purchase
        Contract Agent
Exhibit F - Instruction to Custodial Agent Regarding Remarketing
Exhibit G - Instruction to Custodial Agent Regarding Withdrawal From
        Remarketing

                                       iii

<PAGE>

                                PLEDGE AGREEMENT

         PLEDGE AGREEMENT dated as of December 17, 2002 among BAXTER
INTERNATIONAL INC., a Delaware corporation (the "Company"), BANK ONE TRUST
COMPANY, N.A., a national banking association, as collateral agent (in such
capacity, together with its successors in such capacity, the "Collateral
Agent"), as custodial agent (in such capacity, together with its successors in
such capacity, the "Custodial Agent"), and as securities intermediary (as
defined in Sections 8-102(a)(14) of the UCC) with respect to the Collateral
Account (in such capacity, together with its successors in such capacity, the
"Securities Intermediary"), and BANK ONE TRUST COMPANY, N.A., a national banking
association, as purchase contract agent and as attorney-in-fact of the Holders
from time to time of the Units (in such capacity, together with its successors
in such capacity, the "Purchase Contract Agent") under the Purchase Contract
Agreement.

                                    RECITALS

         WHEREAS, the Company and the Purchase Contract Agent are parties to the
Purchase Contract Agreement dated as of the date hereof (as modified and
supplemented and in effect from time to time, the "Purchase Contract
Agreement"), pursuant to which 22,000,000 Corporate Units will be issued.

         WHEREAS, each Corporate Unit, at issuance, consists of a unit comprised
of (a) a stock purchase contract (a "Purchase Contract") pursuant to which the
Holder will purchase from the Company on the Purchase Contract Settlement Date,
for an amount equal to $50.00 (the "Stated Amount"), a number of shares of the
Company's common stock, par value $1.00 per share, together with the Rights
evidenced by such common stock to the extent provided in the Rights Agreement
("Common Stock"), equal to the Settlement Rate and (b) either a Senior Note or
an Applicable Ownership Interest in the Treasury Portfolio.

         WHEREAS, pursuant to the terms of the Purchase Contract Agreement and
the Purchase Contracts, the Holders of the Units have irrevocably authorized the
Purchase Contract Agent, as attorney-in-fact of such Holders, among other
things, to execute and deliver this Agreement on behalf of such Holders and to
grant the pledge provided herein of the Collateral to secure the Obligations.

         NOW, THEREFORE, the Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Purchase Contract Agent agree as follows:

<PAGE>

                                    ARTICLE 1
                                   Definitions

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

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

         (b)  the following terms which are defined in the UCC shall have the
meanings set forth therein: "certificated security," "control," "financial
asset," "entitlement order," "securities account" and "security entitlement";

         (c)  capitalized terms used herein and not defined herein have the
meanings assigned to them in the Purchase Contract Agreement; and

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

         "Agreement" means this Pledge Agreement, as the same may be amended,
modified or supplemented from time to time.

         "Cash" means any coin or currency of the United States as at the time
shall be legal tender for payment of public and private debts.

         "Collateral" means the collective reference to:

              (i)   the Collateral Account and all investment property and other
         financial assets from time to time credited to the Collateral Account
         and all security entitlements with respect thereto, including, without
         limitation, (A) the Senior Notes and security entitlements relating
         thereto that are a component of the Corporate Units from time to time,
         (B) the Applicable Ownership Interests (as specified in clause (i) of
         the definition of such term) of the Holders with respect to the
         Treasury Portfolio which are a component of the Corporate Units from
         time to time; (C) any Treasury Securities and security entitlements
         relating thereto delivered from time to time upon creation of Treasury
         Units in accordance with Section 5.02 hereof and (D) payments made by
         Holders pursuant to Section 5.05 hereof;

              (ii)  all Proceeds of any of the foregoing (whether such Proceeds
         arise before or after the commencement of any proceeding under any
         applicable bankruptcy, insolvency or other similar law, by or against
         the pledgor or with respect to the pledgor); and

                                        2

<PAGE>

              (iii) all powers and rights now owned or hereafter acquired under
         or with respect to the Collateral.

         "Collateral Account" means the securities account of Bank One Trust
Company, N.A., a national banking association, as Collateral Agent, maintained
by the Securities Intermediary and designated "Bank One Trust Company, N.A., as
Collateral Agent of Baxter International Inc., as pledgee of Bank One Trust
Company, N.A., as the Purchase Contract Agent on behalf of and as
attorney-in-fact for the Holders".

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

         "Corporate Unit" means the collective rights and obligations of a
Holder of a Corporate Units Certificate in respect of a Senior Note or an
appropriate Applicable Ownership Interests in the Treasury Portfolio, as the
case may be, subject in each case to the Pledge thereof, and the related
Purchase Contract; provided that the appropriate Applicable Ownership Interests
(as specified in clause (ii) of the definition of such term) in the Treasury
Portfolio shall not be subject to the Pledge.

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

         "Obligations" means, with respect to each Holder, all obligations and
liabilities of such Holder under such Holder's Purchase Contract, the Purchase
Contract Agreement and this Agreement or any other document made, delivered or
given in connection herewith or therewith, in each case whether on account of
principal, interest (including, without limitation, interest accruing before and
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to such Holder, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding), fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Company or the
Collateral Agent or the Securities Intermediary that are required to be paid by
the Holder pursuant to the terms of any of the foregoing agreements).

         "Permitted Investments" means any one of the following, in each case
maturing on the Business Day following the date of acquisition:

              (1)   any evidence of indebtedness with an original maturity of
         365 days or less issued, or directly and fully guaranteed or insured,
         by the

                                        3

<PAGE>

         United States of America or any agency or instrumentality thereof
         (provided that the full faith and credit of the United States of
         America is pledged in support of the timely payment thereof or such
         indebtedness constitutes a general obligation of it);

              (2)   deposits, certificates of deposit or acceptances with an
         original maturity of 365 days or less of any institution which is a
         member of the Federal Reserve System having combined capital and
         surplus and undivided profits of not less than $500 million at the time
         of deposit (and which may include the Collateral Agent);

              (3)   investments with an original maturity of 365 days or less of
         any Person that is fully and unconditionally guaranteed by a bank
         referred to in clause (2);

              (4)   repurchase agreements and reverse repurchase agreements
         relating to marketable direct obligations issued or unconditionally
         guaranteed by the United States of America or issued by any agency
         thereof and backed as to timely payment by the full faith and credit of
         the United States of America;

              (5)   investments in commercial paper, other than commercial paper
         issued by the Company or its affiliates, of any corporation
         incorporated under the laws of the United States or any State thereof,
         which commercial paper has a rating at the time of purchase at least
         equal to "A-1" by Standard & Poor's Ratings Services ("S&P") or at
         least equal to "P-1" by Moody's Investors Service, Inc. ("Moody's");
         and

              (6)   investments in money market funds (including, but not
         limited to, money market funds managed by the Collateral Agent or an
         affiliate of the Collateral Agent) registered under the Investment
         Company Act of 1940, as amended, rated in the highest applicable rating
         category by S&P or Moody's.

         "Person" means any legal person, including, without limitation, any
individual, corporation, estate, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

         "Pledge" means the lien and security interest created by this
Agreement.

         "Pledged Applicable Ownership Interests" means the Applicable Ownership
Interests (as specified in clause (i) of the definition thereof) of the Holders
with respect to the Treasury Portfolio and security entitlements with

                                        4

<PAGE>

respect thereto from time to time credited to the Collateral Account and not
then released from the Pledge.

         "Pledged Senior Notes" means Senior Notes and security entitlements
with respect thereto from time to time credited to the Collateral Account and
not then released from the Pledge.

         "Pledged Securities" means the Pledged Senior Notes, the Pledged
Applicable Ownership Interests and the Pledged Treasury Securities,
collectively.

         "Pledged Treasury Securities" means Treasury Securities and security
entitlements with respect thereto from time to time credited to the Collateral
Account and not then released from the Pledge.

         "Proceeds" has the meaning ascribed thereto in the UCC and includes,
without limitation, all interest, dividends, cash, instruments, securities,
financial assets and other property received, receivable or otherwise
distributed upon the sale (including, without limitation the Remarketing),
exchange, collection or disposition of any financial assets from time to time
held in the Collateral Account.

         "Purchase Contract Agent" has the meaning specified in the paragraph
preceding the recitals of this Agreement.

         "Separate Senior Notes" means Senior Notes which are not components of
Corporate Units.

         "TRADES" means the Treasury/Reserve Automated Debt Entry System
maintained by the Federal Reserve Bank of New York pursuant to the TRADES
Regulations.

         "TRADES Regulations" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, as amended from
time to time. Unless otherwise defined herein, all terms defined in the TRADES
Regulations are used herein as therein defined.

         "Transfer" means (i) in the case of certificated securities in
registered form, delivery as provided in `8-301(a) of the UCC, indorsed to the
transferee or in blank by an effective endorsement; (ii) in the case of Treasury
Securities, registration of the transferee as the owner of such Treasury
Securities on TRADES; and (iii) in the case of security entitlements, including,
without limitation, security entitlements with respect to Treasury Securities, a
securities intermediary indicating by book entry that such security entitlement
has been credited to the transferee's securities account.

                                        5

<PAGE>

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

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

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

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time.

         "Value" means, with respect to any item of Collateral on any date, as
to (1) Cash, the face amount thereof, (2) Treasury Securities or Senior Notes,
the aggregate principal amount thereof at maturity and (3) Applicable Ownership
Interests (as specified in clause (i) of the definition of such term), the
appropriate percentage of the aggregate principal amount at maturity of the
Treasury Portfolio.

                                    ARTICLE 2
                                     Pledge

         Section 2.01.  Pledge. Each Holder, acting through the Purchase
Contract Agent as such Holder's attorney-in-fact, and the Purchase Contract
Agent, acting solely as such attorney-in-fact, hereby pledges and grants to the
Collateral Agent, as agent of and for the benefit of the Company, a continuing
first priority security interest in and to, and a lien upon and right of set-off
against, all of such Person's right, title and interest in and to the Collateral
to secure the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations. The
Collateral Agent shall have all of the rights, remedies and recourses with
respect to the Collateral afforded a secured party by the UCC, in addition to,
and not in limitation of, the other rights, remedies and recourses afforded to
the Collateral Agent by this Agreement.

         Section 2.02.  Control.

         (a)  The Collateral Agent shall have control of the Collateral Account
pursuant to the provisions of Article 4 of this Agreement.

                                        6

<PAGE>

         Section 2.03.  Termination. As to each Holder, this Agreement and the
Pledge created hereby shall terminate upon the satisfaction of such Holder's
Obligations. Upon such termination, the Collateral Agent shall instruct the
Securities Intermediary to Transfer such Holder's portion of the Collateral to
the Purchase Contract Agent for distribution to such Holder, free and clear of
the Pledge created hereby.

                                    ARTICLE 3
                       Distributions on Pledged Collateral

         Section 3.01.  Income and Distributions. The Collateral Agent shall
transfer all income and distributions received by the Collateral Agent on
account of the Pledged Senior Notes, the Pledged Applicable Ownership Interests
or Permitted Investments from time to time held in the Collateral Account (ABA
No. 071000013, A/C No. 2600099401, Re: Baxter International Inc.) to the
Purchase Contract Agent for distribution to the applicable Holders as provided
in the Purchase Contracts or Purchase Contract Agreement.

         Section 3.02.  Principal Payments Following Termination Event.
Following a Termination Event, the Collateral Agent shall transfer all principal
payments it receives, if any, in respect of (1) the Pledged Senior Notes, (2)
the Pledged Applicable Ownership Interests, and (3) the Pledged Treasury
Securities, to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective
interests, free and clear of the Pledge created hereby.

         Section 3.03.  Principal Payments Prior to or on Purchase Contract
Settlement Date.

         (a)   Subject to the provisions of Section 5.06, and except as provided
in Section 3.03(b) below, if no Termination Event shall have occurred, all
principal payments received by the Securities Intermediary in respect of (1) the
Pledged Senior Notes, (2) the Pledged Applicable Ownership Interests and (3) the
Pledged Treasury Securities, shall be held and invested in Permitted Investments
until the Purchase Contract Settlement Date, and transferred to the Company on
the Purchase Contract Settlement Date as provided in Section 5.07 hereof. Any
balance remaining in the Collateral Account shall be released from the Pledge
and transferred to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective
interests, free and clear of the Pledge created thereby. The Company shall
instruct the Collateral Agent in writing as to the type of Permitted Investments
in which any payments made under this Section 3.03(a) shall be invested,
provided, however, that if the Company fails to deliver such instructions by
10:30 a.m. (New York City time) on the day such payments are received by the
Securities

                                        7

<PAGE>

Intermediary, the Collateral Agent shall instruct the Securities Intermediary to
invest such payments in the Permitted Investments described in clause (6) of the
definition of Permitted Investments. In no event shall the Collateral Agent be
liable for the selection of Permitted Investments or for investment losses
incurred thereon. The Collateral Agent shall have no liability in respect of
losses incurred as a result of the failure of the Company to provide timely
written investment direction.

         (b)   All principal payments received by the Securities Intermediary in
respect of (1) the Pledged Senior Notes, (2) the Applicable Ownership Interests
(as specified in clause (i) of the definition thereof) in the Treasury Portfolio
and (3) the Treasury Securities or security entitlements thereto, that, in each
case, have been released from the Pledge pursuant hereto shall be transferred to
the Purchase Contract Agent for the benefit of the applicable Holders for
distribution to such Holders in accordance with their respective interests.

         Section 3.04.  Payments to Purchase Contract Agent. The Securities
Intermediary shall use commercially reasonable efforts to deliver payments to
the Purchase Contract Agent hereunder to the account designated by the Purchase
Contract Agent for such purpose not later than 12:00 p.m. (New York City time)
on the Business Day such payment is received by the Securities Intermediary;
provided, however, that if such payment is received on a day that is not a
Business Day or after 11:00 a.m. (New York City time) on a Business Day, then
the Securities Intermediary shall use commercially reasonable efforts to deliver
such payment to the Purchase Contract Agent no later than 10:30 a.m. (New York
City time) on the next succeeding Business Day.

         Section 3.05.  Assets Not Properly Released. If the Purchase Contract
Agent or any Holder shall receive any principal payments on account of financial
assets credited to the Collateral Account and not released therefrom in
accordance with this Agreement, the Purchase Contract Agent or such Holder shall
hold the same as trustee of an express trust for the benefit of the Company and,
upon receipt of an Officers' Certificate of the Company so directing, promptly
deliver the same to the Securities Intermediary for credit to the Collateral
Account or to the Company for application to the Obligations of the Holders, and
the Purchase Contract Agent and Holders shall acquire no right, title or
interest in any such payments of principal amounts so received. The Purchase
Contract Agent shall have no liability under this Section 3.05 unless and until
it has been notified in writing that such payment was delivered to it
erroneously and shall have no liability for any action taken, suffered or
omitted to be taken prior to its receipt of such notice.

                                        8

<PAGE>

                                    ARTICLE 4
                                     Control

         Section 4.01.  Establishment of Collateral Account. The Securities
Intermediary hereby confirms that:

         (a)   the Securities Intermediary has established the Collateral
Account;

         (b)   the Collateral Account is a securities account;

         (c)   subject to the terms of this Agreement, the Securities
Intermediary shall identify in its records the Collateral Agent as the
entitlement holder entitled to exercise the rights that comprise any financial
asset credited to the Collateral Account;

         (d)   all property delivered to the Securities Intermediary pursuant to
this Agreement or the Purchase Contract Agreement, including any Applicable
Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the
definition thereof) and the Permitted Investments, will be credited promptly to
the Collateral Account; and

         (e)   all securities or other property underlying any financial assets
credited to the Collateral Account shall be (i) registered in the name of the
Purchase Contract Agent and indorsed to the Securities Intermediary or in blank,
(ii) registered in the name of the Securities Intermediary or (iii) credited to
another securities account maintained in the name of the Securities
Intermediary. In no case will any financial asset credited to the Collateral
Account be registered in the name of the Purchase Contract Agent or any Holder
or specially indorsed to the Purchase Contract Agent or any Holder, unless such
financial asset has been further indorsed to the Securities Intermediary or in
blank.

         Section 4.02.  Treatment as Financial Assets. Each item of property
(whether investment property, financial asset, security, instrument or cash)
credited to the Collateral Account shall be treated as a financial asset.

         Section 4.03.  Sole Control by Collateral Agent. Except as provided in
Section 6.01, at all times prior to the termination of the Pledge, the
Collateral Agent shall have sole control of the Collateral Account, and the
Securities Intermediary shall take instructions and directions with respect to
the Collateral Account solely from the Collateral Agent. If at any time the
Securities Intermediary shall receive an entitlement order issued by the
Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Purchase Contract Agent or any Holder or any other Person. Except as
otherwise permitted under this Agreement, until termination of the Pledge, the
Securities Intermediary will not

                                        9

<PAGE>

comply with any entitlement orders issued by the Purchase Contract Agent or any
Holder.

         Section 4.04.  Securities Intermediary's Location. The Collateral
Account, and the rights and obligations of the Securities Intermediary, the
Collateral Agent, the Purchase Contract Agent and the Holders with respect
thereto, shall be governed by the laws of the State of New York. Regardless of
any provision in any other agreement, for purposes of the UCC, New York shall be
deemed to be the Securities Intermediary's jurisdiction.

         Section 4.05.  No Other Claims. Except for the claims and interest of
the Collateral Agent and of the Purchase Contract Agent and the Holders in the
Collateral Account, the Securities Intermediary (without having conducted any
investigation) does not know of any claim to, or interest in, the Collateral
Account or in any financial asset credited thereto. If any Person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against the Collateral
Account or in any financial asset carried therein, the Securities Intermediary
will promptly notify the Collateral Agent and the Purchase Contract Agent.

         Section 4.06.  Investment and Release. All proceeds of financial assets
from time to time deposited in the Collateral Account shall be invested and
reinvested as provided in this Agreement. At all times prior to termination of
the Pledge, no property shall be released from the Collateral Account except in
accordance with this Agreement or upon written instructions of the Collateral
Agent.

         Section 4.07.  Statements and Confirmations. The Securities
Intermediary will promptly send copies of all statements, confirmations and
other correspondence concerning the Collateral Account and any financial assets
credited thereto simultaneously to each of the Purchase Contract Agent and the
Collateral Agent at their addresses for notices under this Agreement.

         Section 4.08.  Tax Allocations. The Purchase Contract Agent shall
report all items of income, gain, expense and loss recognized in the Collateral
Account, to the extent such reporting is required by law, to the Internal
Revenue Service authorities in the manner required by law. Neither the
Securities Intermediary nor the Collateral Agent shall have any tax reporting
duties hereunder.

         Section 4.09.  No Other Agreements. The Securities Intermediary has not
entered into, and prior to the termination of the Pledge will not enter into,
any agreement with any other Person relating to the Collateral Account or any
financial assets credited thereto, including, without limitation, any agreement
to comply with entitlement orders of any Person other than the Collateral Agent.

                                       10

<PAGE>

         Section 4.10.  Powers Coupled with an Interest. The rights and powers
granted in this Article 4 to the Collateral Agent have been granted in order to
perfect its security interests in the Collateral Account, are powers coupled
with an interest and will be affected neither by the bankruptcy of the Purchase
Contract Agent or any Holder nor by the lapse of time. The obligations of the
Securities Intermediary under this Article 4 shall continue in effect until the
termination of the Pledge.

         Section 4.11.  Waiver Of Lien; Waiver Of Set-off. The Securities
Intermediary waives any security interest, lien or right to make deductions or
set-offs that it may now have or hereafter acquire in or with respect to the
Collateral Account, any financial asset credited thereto or any security
entitlement in respect thereof. Neither the financial assets credited to the
Collateral Account nor the security entitlements in respect thereof will be
subject to deduction, set-off, banker's lien, or any other right in favor of any
person other than the Company.

                                    ARTICLE 5
          Initial Deposit; Creation of Treasury Units and Recreation of
                                 Corporate Units

         Section 5.01.  Initial Deposit of Senior Notes. (a) Prior to or
concurrently with the execution and delivery of this Agreement, the Purchase
Contract Agent, on behalf of the initial Holders of the Corporate Units, shall
Transfer to the Securities Intermediary, for credit to the Collateral Account,
the Senior Notes or security entitlements relating thereto, and, in the case of
security entitlements, the Securities Intermediary shall indicate by book-entry
that a securities entitlement to such Senior Notes has been credited to the
Collateral Account.

         (a)  The Collateral Agent may, at any time or from time to time, in its
sole discretion, cause any or all securities or other property underlying any
financial assets credited to the Collateral Account to be registered in the name
of the Securities Intermediary, the Collateral Agent or their respective
nominees; provided, however, that unless any Event of Default (as defined in the
Indenture) shall have occurred and be continuing, the Collateral Agent agrees
not to cause any Senior Notes to be so re-registered.

         Section 5.02.  Creation of Treasury Units.

         (a)   Unless the Treasury Portfolio has replaced the Senior Notes as a
component of the Corporate Units, a Holder of Corporate Units shall have the
right, at any time prior to 5:00 p.m. (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, to create
Treasury Units by substitution of Treasury Securities or security entitlements
with

                                       11

<PAGE>

respect thereto for the Pledged Senior Notes comprising a part of such Holder's
Corporate Units, in integral multiples of 20 Corporate Units by:

               (i)   Transferring to the Collateral Agent for credit to the
         Collateral Account Treasury Securities or security entitlements with
         respect thereto having a Value equal to the aggregate principal amount
         of the Pledged Senior Notes to be released, accompanied by a notice,
         substantially in the form of Exhibit C to the Purchase Contract
         Agreement, whereupon the Purchase Contract Agent shall deliver to the
         Collateral Agent a notice, substantially in the form of Exhibit A
         hereto, (A) stating that such Holder has notified the Purchase Contract
         Agent that such Holder has Transferred Treasury Securities or security
         entitlements with respect thereto to the Collateral Agent for credit to
         the Collateral Account, (B) stating the Value of the Treasury
         Securities or security entitlements with respect thereto Transferred by
         such Holder and (C) requesting that the Collateral Agent release from
         the Pledge the Pledged Senior Notes that are a component of such
         Corporate Units; and

               (ii)  delivering the related Corporate Units to the Purchase
         Contract Agent.

         Upon receipt of such notice and confirmation that Treasury Securities
or security entitlements with respect thereto have been credited to the
Collateral Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice, substantially in the form of
Exhibit B, to release such Pledged Senior Notes from the Pledge by Transfer to
the Purchase Contract Agent for distribution to such Holder, free and clear of
the Pledge created hereby.

         If the Treasury Portfolio has replaced the Senior Notes as a component
of the Corporate Units and subject to the conditions of the Purchase Contract
Agreement, a Holder of Corporate Units may, at any time on or prior to the
second Business Day immediately preceding the Purchase Contract Settlement Date,
substitute Treasury Securities for the Applicable Ownership Interests in the
Treasury Portfolio with respect to such Corporate Units, but only in multiples
of 20,000 Corporate Units. In such an event, the Holder shall transfer the
required amount of Treasury Securities to the Securities Intermediary, for
credit to the Collateral Account, and the Purchase Contract Agent shall request
the Collateral Agent to instruct the Securities Intermediary to release the
Pledge of and transfer to the Holder the appropriate Applicable Ownership
Interests in the Treasury Portfolio in the manner set forth above.

         (b)   Upon credit to the Collateral Account of Treasury Securities or
security entitlements with respect thereto delivered by a Holder of Corporate
Units and receipt of the related instruction from the Collateral Agent, the

                                       12

<PAGE>

Securities Intermediary shall release such Pledged Senior Notes or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, and shall
promptly Transfer the same to the Purchase Contract Agent for distribution to
such Holder, free and clear of the Pledge created hereby.

         Section 5.03.  Recreation of Corporate Units.

         (a)   Unless the Treasury Portfolio has replaced the Senior Notes as a
component of the Corporate Units, at any time prior to 5:00 p.m. (New York City
time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, a Holder of Treasury Units shall have the right to recreate
Corporate Units by substitution of Senior Notes or security entitlements with
respect thereto for Pledged Treasury Securities in integral multiples of 20
Treasury Units by:

               (i)      Transferring to the Securities Intermediary for credit
         to the Collateral Account Senior Notes or security entitlements with
         respect thereto having a principal amount equal to the Value of the
         Pledged Treasury Securities to be released, accompanied by a notice,
         substantially in the form of Exhibit C to the Purchase Contract
         Agreement, whereupon the Purchase Contract Agent shall deliver to the
         Collateral Agent a notice, substantially in the form of Exhibit C
         hereto, stating that such Holder has Transferred the Senior Notes or
         security entitlements with respect thereto to the Collateral Account
         for credit to the Collateral Account and requesting that the Collateral
         Agent release from the Pledge the Pledged Treasury Securities related
         to such Treasury Units; and

               (ii)     delivering the related Treasury Units to the Purchase
         Contract Agent.

         Upon receipt of such notice and confirmation that Senior Notes or
security entitlements with respect thereto have been credited to the Collateral
Account as described in such notice, the Collateral Agent shall instruct the
Securities Intermediary by a notice substantially in the form of Exhibit D
hereto to release such Pledged Treasury Securities from the Pledge by Transfer
to the Purchase Contract Agent for distribution to such Holder, free and clear
of the Pledge created hereby.

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

                                       13

<PAGE>

Securities Intermediary, for credit to the Collateral Account, and the Purchase
Contract Agent shall request the Collateral Agent to instruct the Securities
Intermediary to release and Transfer to the Holder the Pledged Treasury
Securities in the manner set forth above.

         (b)   Upon credit to the Collateral Account of Senior Notes or security
entitlements with respect thereto or Applicable Ownership Interests in the
Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the
related instruction from the Collateral Agent, the Securities Intermediary shall
release such Pledged Treasury Securities and shall promptly Transfer the same to
the Purchase Contract Agent for distribution to such Holder, free and clear of
the Pledge created hereby.

         Section 5.04.  Termination Event.

         (a)   Upon receipt by the Collateral Agent of written notice from the
Company or the Purchase Contract Agent that a Termination Event has occurred,
the Collateral Agent shall release all Collateral from the Pledge and shall
promptly instruct the Securities Intermediary to Transfer:

               (i)      any Pledged Senior Notes or security entitlements with
         respect thereto or Pledged Applicable Ownership Interests;

               (ii)     any Pledged Treasury Securities, and

               (iii)    any payments by Holders (or the Permitted Investments of
         such payments) pursuant to Section 5.05 hereof,

to the Purchase Contract Agent for the benefit of the Holders for distribution
to such Holders, in accordance with their respective interests, free and clear
of the Pledge created hereby; provided, however, if any Holder shall be entitled
to receive less than $1,000 with respect to its interest in the Applicable
Ownership Interests (as specified in clause (i) of the definition of such term)
in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but
not the obligation) to dispose of such interest for cash and deliver to such
Holder cash in lieu of delivering the Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) in the Treasury
Portfolio.

         (b)   If such Termination Event shall result from the Company's
becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall
for any reason fail promptly to effectuate the release and Transfer of all
Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury
Securities and payments by Holders (or the Permitted Investments of such
payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the
case may be, as provided by this Section 5.04, the Purchase Contract Agent
shall:

                                       14

<PAGE>

               (i)      use its best efforts to obtain an opinion of a
         nationally recognized law firm to the effect that, notwithstanding the
         Company's being the debtor in such a bankruptcy case, the Collateral
         Agent will not be prohibited from releasing or Transferring the
         Collateral as provided in this Section 5.04, and shall deliver or cause
         to be delivered such opinion to the Collateral Agent within ten days
         after the occurrence of such Termination Event, and if (A) the Purchase
         Contract Agent shall be unable to obtain such opinion within ten days
         after the occurrence of such Termination Event or (B) the Collateral
         Agent shall continue, after delivery of such opinion, to refuse to
         effectuate the release and Transfer of all Pledged Senior Notes,
         Pledged Applicable Ownership Interests, Pledged Treasury Securities and
         the payments by Holders (or the Permitted Investments of such payments)
         pursuant to Section 5.05 hereof and Proceeds of any of the foregoing,
         as the case may be, as provided in this Section 5.04, then the Purchase
         Contract Agent shall within fifteen days after the occurrence of such
         Termination Event commence an action or proceeding in the court having
         jurisdiction of the Company's case under the Bankruptcy Code seeking an
         order requiring the Collateral Agent to effectuate the release and
         transfer of all Pledged Senior Notes, Pledged Applicable Ownership
         Interests, Pledged Treasury Securities and the payments by Holders (or
         the Permitted Investments of such payments) pursuant to Section 5.05
         hereof and Proceeds of any of the foregoing, or as the case may be, as
         provided by this Section 5.04; and

               (ii)     commence an action or proceeding like that described in
         Section 5.04(b)(i) hereof within ten days after the occurrence of such
         Termination Event.

         Section 5.05.  Cash Settlement.

         (a)   Upon receipt by the Collateral Agent of (1) a notice from the
Purchase Contract Agent promptly after the receipt by the Purchase Contract
Agent of a notice from a Holder of Corporate Units or Treasury Units that such
Holder has elected, in accordance with the procedures specified in Section
5.02(b)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect
a Cash Settlement and (2) payment by such Holder by deposit in the Collateral
Account prior to 11:00 a.m. (New York City time) on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date of the Purchase
Price in lawful money of the United States by certified or cashier's check or
wire transfer of immediately available funds payable to or upon the order of the
Securities Intermediary, then the Collateral Agent shall:

               (i)      instruct the Securities Intermediary promptly to invest
         any such Cash in Permitted Investments;

                                       15

<PAGE>

               (ii)     instruct the Securities Intermediary to release from the
         Pledge such Holder's related Pledged Senior Notes, Pledged Applicable
         Ownership Interests and Pledged Treasury Securities, as applicable, as
         to which such Holder has effected a Cash Settlement pursuant to this
         Section 5.05(a); and

               (iii)    instruct the Securities Intermediary to Transfer all
         such Pledged Senior Notes, Pledged Applicable Ownership Interests and
         the Pledged Treasury Securities, as the case may be, to the Purchase
         Contract Agent for distribution to such Holder, in each case free and
         clear of the Pledge created hereby.

         The Company shall instruct the Collateral Agent in writing as to the
type of Permitted Investments in which any such Cash shall be invested;
provided, however, that if the Company fails to deliver such written
instructions by 10:30 a.m. (New York City time) on the day such Cash is received
by the Collateral Agent or to be reinvested by the Securities Intermediary, the
Collateral Agent shall instruct the Securities Intermediary to invest such Cash
in the Permitted Investments described in clause (6) of the definition of
Permitted Investments. In no event shall the Collateral Agent or Securities
Intermediary be liable for the selection of Permitted Investments or for
investment losses incurred thereon. The Collateral Agent and Securities
Intermediary shall have no liability in respect of losses incurred as a result
of the failure of the Company to provide timely written investment direction.

         Upon receipt of the proceeds upon the maturity of the Permitted
Investments on the Purchase Contract Settlement Date, the Collateral Agent shall
(A) instruct the Securities Intermediary to pay the portion of such proceeds and
deliver any certified or cashier's checks received, in an aggregate amount equal
to the Purchase Price, to the Company on the Purchase Contract Settlement Date,
and (B) release any amounts in excess of the Purchase Price earned from such
Permitted Investments to the Purchase Contract Agent for distribution to such
Holder.

         (b)   If a Holder of Corporate Units (unless the Treasury Portfolio has
replaced the Senior Notes as a component of such Corporate Units) (i) fails to
notify the Purchase Contract Agent of its intention to make a Cash Settlement as
provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does
notify the Purchase Contract Agent of its intention to pay the Purchase Price in
cash, but fails to make such payment as required by Section 5.02(b)(ii) of the
Purchase Contract Agreement, such Holder shall be deemed to have consented to
the disposition of such Holder's Pledged Senior Notes in accordance with Section
5.02(b)(iii) of the Purchase Contract Agreement.

                                       16

<PAGE>

         (c)   If a Holder of a Treasury Unit or a Holder of a Corporate Unit
(if the Treasury Portfolio has replaced the Senior Notes as a component of such
Corporate Unit) (i) fails to notify the Purchase Contract Agent of its intention
to make a Cash Settlement as provided in Section 5.02(d)(i) of the Purchase
Contract Agreement or (ii) does notify the Purchase Contract Agent as provided
in Section 5.02(d)(ii) of the Purchase Contract Agreement of its intention to
pay the Purchase Price in cash, but fails to make such payment as required by
Section 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be
deemed to have elected to pay the Purchase Price in accordance with Section
5.02(d)(iii) of the Purchase Contract Agreement.

         (d)   As soon as practicable after 11:00 a.m. (New York City time) on
the fourth Business Day immediately preceding the Purchase Contract Settlement
Date, the Collateral Agent shall deliver to the Purchase Contract Agent a
notice, substantially in the form of Exhibit E hereto, stating (i) the amount of
Cash that it has received with respect to the Cash Settlement of Corporate
Units, (ii) the amount of Cash that it has received with respect to the Cash
Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be
remarketed in the Final Remarketing pursuant to Section 5.02(b)(iii) of the
Purchase Contract Agreement.

         (e)   If there has been a Failed Final Remarketing, as soon as
practicable after 11:00 a.m. (New York City time) on the Business Day
immediately preceding the Purchase Contract Settlement Date, the Collateral
Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the
amount of Cash that it has received with respect to the Cash Settlement of
Corporate Units, (ii) the amount of Cash that it has received with respect to
the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior
Notes with respect to which an automatic deemed exercise of the Put Right has
occurred pursuant to Section 5.02(c)(iii) of the Purchase Contract Agreement.

         Section 5.06.  Early Settlement and Cash Merger Early Settlement. Upon
receipt by the Collateral Agent of a notice from the Purchase Contract Agent
that a Holder of Units has elected to effect either (i) Early Settlement of its
obligations under the Purchase Contracts forming a part of such Units in
accordance with the terms of the Purchase Contracts and Section 5.07 of the
Purchase Contract Agreement or (ii) Cash Merger Early Settlement of its
obligations under the Purchase Contracts forming a part of such Units in
accordance with the terms of the Purchase Contracts and Section 5.04(b)(ii) of
the Purchase Contract Agreement (which notice shall set forth the number of such
Purchase Contracts as to which such Holder has elected to effect Early
Settlement or Cash Merger Early Settlement), and that the Purchase Contract
Agent has received from such Holder, and paid to the Company as confirmed in
writing by the Company, the related Purchase Price pursuant to the terms of the
Purchase Contracts and the Purchase Contract Agreement and that all conditions
to such Early Settlement or Cash

                                       17

<PAGE>

Merger Early Settlement, as the case may be, have been satisfied, then the
Collateral Agent shall release from the Pledge, (1) Pledged Senior Notes or the
Pledged Applicable Ownership Interests in the case of a Holder of Corporate
Units or (2) Pledged Treasury Securities, in the case of a Holder of Treasury
Units, in each case with a Value equal to the product of (x) the Stated Amount
times (y) the number of Purchase Contracts as to which such Holder has elected
to effect Early Settlement or Cash Merger Early Settlement, and shall instruct
the Securities Intermediary to Transfer all such Pledged Applicable Ownership
Interests or Pledged Senior Notes or Pledged Treasury Securities, as the case
may be, to the Purchase Contract Agent for distribution to such Holder, in each
case free and clear of the Pledge created hereby. A holder of Treasury Units may
settle early only in integral multiples of 20 Treasury Units, and a Holder of
Corporate Units, if the Treasury Portfolio has replaced the Senior Notes as a
component of such Corporate Units, may settle early only in integral multiples
of 20,000 Corporate Units.

         Section 5.07.  Application of Proceeds in Settlement of Purchase
Contracts.

         (a)   If a Holder of Corporate Units (unless the Treasury Portfolio has
replaced the Senior Notes as a component of such Corporate Units) has not
elected to make an effective Cash Settlement by notifying the Purchase Contract
Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract
Agreement or does notify the Purchase Contract Agent as provided in paragraph
5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the
Purchase Price in cash, but fails to make such payment as required by paragraph
5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to
have elected to pay for the shares of Common Stock to be issued under such
Purchase Contracts from the Proceeds of the Final Remarketing of the related
Pledged Senior Notes. In the event of a Successful Final Remarketing, the
Collateral Agent shall instruct the Securities Intermediary to Transfer the
related Pledged Senior Notes to the Remarketing Agent, upon confirmation of
deposit by the Remarketing Agent of the Proceeds of such Final Remarketing
(less, to the extent permitted by the Remarketing Agreement, the Remarketing
Fee) in the Collateral Account. The Collateral Agent shall instruct the
Securities Intermediary to invest the Proceeds of the Final Remarketing in
Permitted Investments set forth in clause (6) of the definition of Permitted
Investments. On the Purchase Contract Settlement Date, the Collateral Agent
shall, in consultation with the Purchase Contract Agent, instruct the Securities
Intermediary to remit a portion of the Proceeds from such Final Remarketing
equal to the aggregate principal amount of such Pledged Senior Notes to satisfy
in full such Holder's obligations to pay the Purchase Price to purchase the
shares of Common Stock under the related Purchase Contracts and to remit the
balance of the Proceeds from the Final Remarketing, if any, to the Purchase
Contract Agent for distribution to such Holder.

                                       18

<PAGE>

         Upon a Failed Final Remarketing, each Holder of Corporate Units (unless
the Treasury Portfolio has replaced the Senior Notes represented by such
Corporate Units) that has not elected to make an effective Cash Settlement by
notifying the Purchase Contract Agent in the manner provided for in Section
5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase
Contract Agent as provided in paragraph 5.02(e)(i) of the Purchase Contract
Agreement of its intention to pay the Purchase Price in cash, but fails to make
such payment as required by paragraph 5.02(e)(ii) of the Purchase Contract
Agreement, shall be deemed to have exercised such Holder's Put Right with
respect to the Senior Notes that are a component of Corporate Units. Upon
exercise of the Put Right with respect to such Senior Notes, the Company shall
on the Purchase Contract Settlement Date cause the aggregate Put Price with
respect to such Senior Notes to be deposited in the Collateral Account and the
Collateral Agent shall cause the Securities Intermediary to remit the Purchase
Price for the shares of Common Stock to be issued under the related Purchase
Contract from a portion of the Proceeds of the Put Right to the Company in full
satisfaction of the Holder's obligations under the related Purchase Contract;
provided that if the Company shall fail to pay the Put Price when due, the
Company shall be deemed to have netted the Holders' obligations to pay the
aggregate Purchase Price under such Purchase Contracts against the Company's
obligation to pay the Put Price in full satisfaction of the Holders' obligations
under the Purchase Contracts. Following such payment or netting of the Put
Price, the Holders' obligations to pay the Purchase Price under the Purchase
Contracts will be deemed to be satisfied in full, and the Collateral Agent shall
cause the Securities Intermediary to release the Pledged Senior Notes from the
Collateral Account and shall promptly deliver the Pledged Senior Notes to the
Company. Thereafter, the Collateral Agent shall promptly remit the remaining
portion, if any, of the Put Price in excess of the aggregate Purchase Price
under such Purchase Contracts to the Purchase Contract Agent for payment to the
Holder of the Corporate Units to which such Senior Notes relate.

         (b)   If a Holder of a Treasury Unit or a Holder of a Corporate Unit
(if the Treasury Portfolio has replaced the Senior Notes as a component of such
Corporate Unit) has not elected to make an effective Cash Settlement by
notifying the Purchase Contract Agent in the manner provided for in Section
5.02(d)(i) of the Purchase Contract Agreement, or has given such notice but
failed to make such payment in the manner required by Section 5.02(d)(ii) of the
Purchase Contract Agreement, such Holder shall be deemed to have elected to pay
for the shares of Common Stock to be issued under such Purchase Contracts from
the Proceeds of the related Pledged Treasury Securities or Pledged Applicable
Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York
City time) on the Business Day immediately prior to the Purchase Contract
Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the
maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests,

                                       19

<PAGE>

as the case may be, in Permitted Investments set forth in clause (6) of the
definition of Permitted Investments, unless prior to 10:30 a.m. (New York City
time) on such date, the Company shall otherwise instruct the Collateral Agent in
writing as to the type of Permitted Investments in which any such Cash Proceeds
shall be invested. In no event shall the Collateral Agent be liable for the
selection of Permitted Investments or for investment losses incurred thereon.
The Collateral Agent shall have no liability in respect of losses incurred as a
result of the failure of the Company to provide timely written investment
direction. Without receiving any instruction from any Holder, the Collateral
Agent shall instruct the Securities Intermediary to remit the Proceeds of the
related Pledged Treasury Securities or Pledged Applicable Ownership Interests,
as the case may be, to the settlement of such Purchase Contracts on the Purchase
Contract Settlement Date. In the event the sum of the Proceeds from the related
Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the
case may be, and the investment earnings from the investment in Permitted
Investments exceeds the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall instruct the Securities Intermediary
to transfer such excess, when received, to the Purchase Contract Agent for
distribution to Holders.

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

         By 11:00 a.m. (New York City time) on the Business Day immediately
preceding the applicable Remarketing Date, the Custodial Agent shall notify the
Remarketing Agent of the aggregate principal amount of the Separate Senior Notes
to be remarketed and deliver to the Remarketing Agent for remarketing all
Separate Senior Notes delivered to the Custodial Agent pursuant to this Section
5.07(c) and not validly withdrawn prior to such date. In the event of a
Successful Remarketing, after deducting the Remarketing Fee, the Remarketing
Agent will remit to the Custodial Agent the remaining portion of the proceeds of
such Remarketing for payment to the Holders of the remarketed Separate Senior
Notes,

                                       20

<PAGE>

in accordance with their respective interests. In the event of a Failed
Remarketing, the Remarketing Agent will promptly return such Separate Senior
Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing,
the Custodial Agent shall deliver such Separate Senior Notes to the appropriate
Holders.

                                    ARTICLE 6
                      Voting Rights B Pledged Senior Notes

         Section 6.01.  Voting Rights. Subject to the terms of Section 4.02 of
the Purchase Contract Agreement, the Purchase Contract Agent may exercise, or
refrain from exercising, any and all voting and other consensual rights
pertaining to the Pledged Senior Notes or any part thereof for any purpose not
inconsistent with the terms of this Agreement and in accordance with the terms
of the Purchase Contract Agreement; provided, that the Purchase Contract Agent
shall not exercise or shall not refrain from exercising such right, as the case
may be, if, in the judgment of the Purchase Contract Agent, such action would
impair or otherwise have a material adverse effect on the value of all or any of
the Pledged Senior Notes; and provided, further, that the Purchase Contract
Agent shall give the Company and the Collateral Agent at least five Business
Days' prior written notice of the manner in which it intends to exercise, or its
reasons for refraining from exercising, any such right. Upon receipt of any
notices and other communications in respect of any Pledged Senior Notes,
including notice of any meeting at which holders of the Senior Notes are
entitled to vote or solicitation of consents, waivers or proxies of holders of
the Senior Notes, the Collateral Agent shall use reasonable efforts to send
promptly to the Purchase Contract Agent such notice or communication, and as
soon as reasonably practicable after receipt of a written request therefor from
the Purchase Contract Agent, execute and deliver to the Purchase Contract Agent
such proxies and other instruments in respect of such Pledged Senior Notes (in
form and substance satisfactory to the Collateral Agent) as are prepared by the
Company and delivered to the Purchase Contract Agent with respect to the Pledged
Senior Notes.

                                    ARTICLE 7
                               Rights and Remedies

         Section 7.01.  Rights and Remedies of the Collateral Agent.

         (a)   In addition to the rights and remedies specified in Section 5.07
hereof or otherwise available at law or in equity, after an event of default (as
specified in Section 7.01(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured party
under

                                       21

<PAGE>

the UCC (whether or not the UCC is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (1) retention of the Pledged
Senior Notes, Pledged Treasury Securities or the applicable Pledged Applicable
Ownership Interests in full satisfaction of the Holders' obligations under the
Purchase Contracts and the Purchase Contract Agreement or (2) sale of the
Pledged Senior Notes, Pledged Treasury Securities or the applicable Pledged
Applicable Ownership Interests in one or more public or private sales.

         (b)   Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of the applicable Pledged Applicable
Ownership Interests, or on account of principal payments of any Pledged Treasury
Securities as provided in Article 3 hereof, in satisfaction of the Obligations
of the Holder of the Units of which such applicable Pledged Applicable Ownership
Interests or such Pledged Treasury Securities, as applicable, are a part under
the related Purchase Contracts, the inability to make such payments shall
constitute an event of default hereunder and the Collateral Agent shall have and
may exercise, with reference to such Pledged Treasury Securities or Pledged
Applicable Ownership Interests, as applicable, any and all of the rights and
remedies available to a secured party under the UCC and the TRADES Regulations
after default by a debtor, and as otherwise granted herein or under any other
law.

         (c)   Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the principal amount of
the Pledged Senior Notes, (ii) the principal amount of the Pledged Treasury
Securities and (iii) the principal amount of the Pledged Applicable Ownership
Interests, subject, in each case, to the provisions of Article 3 hereof, and as
otherwise granted herein.

         (d)   The Purchase Contract Agent and each Holder of Units agrees that,
from time to time, upon the written request of the Collateral Agent or the
Purchase Contract Agent, such Holder shall execute and deliver such further
documents and do such other acts and things as the Collateral Agent may
reasonably request in order to maintain the Pledge, and the perfection and
priority thereof, and to confirm the rights of the Collateral Agent hereunder.
The Purchase Contract Agent shall have no liability to any Holder for executing
any documents or taking any such acts requested by the Collateral Agent
hereunder, except for liability for its own grossly negligent acts, its own
grossly negligent failure to act or its own willful misconduct.

                                       22

<PAGE>

         Section 7.02.  Special Event Redemption. Upon the occurrence of a
Special Event Redemption while Senior Notes are still credited to the Collateral
Account, the Collateral Agent is hereby authorized to present the Pledged Senior
Notes for payment as may be required by their respective terms and to direct the
Indenture Trustee to remit the Redemption Price to the Securities Intermediary
for credit to the Collateral Account, on or prior to 12:30 p.m., New York City
time on such Special Event Redemption Date, by federal funds check or wire
transfer of immediately available funds. Upon receipt of such funds, the Pledged
Senior Notes shall be released from the Collateral Account and promptly
transferred to the Company. Upon the crediting of such funds to the Collateral
Account, the Collateral Agent, at the written direction of the Company, shall
instruct the Securities Intermediary to (a) apply an amount equal to the
Redemption Amount of such funds to purchase the Treasury Portfolio from the
Quotation Agent, (b) credit to the Collateral Account the Applicable Ownership
Interests specified in clause (i) of the definition of such term and (c)
promptly remit the remaining portion of such funds, if any, to the Purchase
Contract Agent for payment to the Holders of Corporate Units, in accordance with
their respective interests.

         Section 7.03.  Successful Initial Remarketing. In the event of a
Successful Remarketing prior to the Final Remarketing Date, the Collateral Agent
shall, at the direction of the Company, instruct the Securities Intermediary to
(i) Transfer the Pledged Senior Notes to the Remarketing Agent upon confirmation
of deposit by the Remarketing Agent of the Proceeds of such Successful
Remarketing (after deducting any Remarketing Fee) in the Collateral Account,
(ii) apply an amount equal to the Treasury Portfolio Purchase Price to purchase
from the Quotation Agent the Treasury Portfolio, (iii) credit the Applicable
Ownership Interests specified in clause (i) of the definition of such term to
the Collateral Account, and (iv) promptly remit the remaining portion of such
Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate
Units, in accordance with their respective interests. With respect to Separate
Senior Notes, any Proceeds of such Remarketing (after deducting any Remarketing
Fee) attributable to the Separate Senior Notes will be remitted to the Custodial
Agent for payment to the holders of Separate Senior Notes. The Pledged
Applicable Ownership Interests thus credited to the Collateral Account will
secure the obligation of all Holders of Corporate Units to purchase Common Stock
of the Company under the Purchase Contracts constituting a part of such
Corporate Units, in substitution for the Pledged Senior Notes, which shall be
released from the Collateral Account. In the event of a Failed Final
Remarketing, the Pledged Senior Notes shall remain credited to the Collateral
Account and Section 5.07 shall apply.

         Section 7.04.  Substitutions. Whenever a Holder has the right to
substitute Treasury Securities, Senior Notes or security entitlements for any of
them or the appropriate Applicable Ownership Interest (as defined in clause (i)
of the definition of such term) in the Treasury Portfolio, as the case may be,
for financial

                                       23

<PAGE>

assets held in the Collateral Account, such substitution shall not constitute a
novation of the security interest created hereby.

                                    ARTICLE 8
                    Representations and Warranties; Covenants

         Section 8.01.  Representations and Warranties. Each Holder from time to
time, acting through the Purchase Contract Agent as attorney-in-fact (it being
understood that the Purchase Contract Agent shall not be liable for any
representation or warranty made by or on behalf of a Holder), hereby represents
and warrants to the Collateral Agent (with respect to such Holder's interest in
the Collateral), which representations and warranties shall be deemed repeated
on each day a Holder Transfers Collateral, that:

         (a)   such Holder has the power to grant a security interest in and
lien on the Collateral;

         (b)   such Holder is the sole beneficial owner of the Collateral and,
in the case of Collateral delivered in physical form, is the sole holder of such
Collateral and is the sole beneficial owner of, or has the right to Transfer,
the Collateral it Transfers to the Collateral Agent for credit to the Collateral
Account, free and clear of any security interest, lien, encumbrance, call,
liability to pay money or other restriction other than the security interest and
lien granted under Article 2 hereof;

         (c)   upon the Transfer of the Collateral to the Collateral Agent for
credit to the Collateral Account, the Collateral Agent, for the benefit of the
Company, will have a valid and perfected first priority security interest
therein (assuming that any central clearing operation or any securities
intermediary or other entity not within the control of the Holder involved in
the Transfer of the Collateral, including the Collateral Agent and the
Securities Intermediary, gives the notices and takes the action required of it
hereunder and under applicable law for perfection of that interest and assuming
the establishment and exercise of control pursuant to Article 4 hereof); and

         (d)   the execution and performance by the Holder of its obligations
under this Agreement will not result in the creation of any security interest,
lien or other encumbrance on the Collateral other than the security interest and
lien granted under Article 2 hereof or violate any provision of any existing law
or regulation applicable to it or of any mortgage, charge, pledge, indenture,
contract or undertaking to which it is a party or which is binding on it or any
of its assets.

         Section 8.02.  Covenants. The Holders from time to time, acting through
the Purchase Contract Agent as their attorney-in-fact (it being understood that
the

                                       24

<PAGE>

Purchase Contract Agent shall not be liable for any covenant made by or on
behalf of a Holder), hereby covenant to the Collateral Agent that for so long as
the Collateral remains subject to the Pledge:

         (a)   neither the Purchase Contract Agent nor such Holders will create
or purport to create or allow to subsist any mortgage, charge, lien, pledge or
any other security interest whatsoever over the Collateral or any part of it
other than pursuant to this Agreement; and

         (b)   neither the Purchase Contract Agent nor such Holders will sell or
otherwise dispose (or attempt to dispose) of the Collateral or any part of it
except for the beneficial interest therein, subject to the Pledge hereunder,
transferred in connection with the Transfer of the Units.

                                    ARTICLE 9
    The Collateral Agent, the Custodial Agent and the Securities Intermediary

         It is hereby agreed as follows:

         Section 9.01.  Appointment, Powers and Immunities. The Collateral
Agent, the Custodial Agent or Securities Intermediary shall act as agent for the
Company hereunder with such powers as are specifically vested in the Collateral
Agent, the Custodial Agent or Securities Intermediary, as the case may be, by
the terms of this Agreement. The Collateral Agent, the Custodial Agent and
Securities Intermediary shall:

         (a)   have no duties or responsibilities except those expressly set
forth in this Agreement and no implied covenants or obligations shall be
inferred from this Agreement against the Collateral Agent, the Custodial Agent
and Securities Intermediary, nor shall the Collateral Agent, the Custodial Agent
and Securities Intermediary be bound by the provisions of any agreement by any
party hereto beyond the specific terms hereof;

         (b)   not be responsible for any recitals contained in this Agreement,
or in any certificate or other document referred to or provided for in, or
received by it under, this Agreement, the Units or the Purchase Contract
Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement (other than as against the
Collateral Agent, the Custodial Agent or Securities Intermediary, as the case
may be), the Units, any Collateral or the Purchase Contract Agreement or any
other document referred to or provided for herein or therein or for any failure
by the Company or any other Person (except the Collateral Agent, the Custodial
Agent or Securities Intermediary, as the case may be) to perform any of its
obligations hereunder or thereunder or for the

                                       25

<PAGE>

perfection, priority or, except as expressly required hereby, maintenance of any
security interest created hereunder;

         (c)   not be required to initiate or conduct any litigation or
collection proceedings hereunder (except pursuant to directions furnished under
Section 9.02 hereof, subject to Section 9.08 hereof);

         (d)   not be responsible for any action taken or omitted to be taken by
it hereunder or under any other document or instrument referred to or provided
for herein or in connection herewith or therewith, except for its own gross
negligence or willful misconduct; and

         (e)   not be required to advise any party as to selling or retaining,
or taking or refraining from taking any action with respect to, any securities
or other property deposited hereunder.

         Subject to the foregoing, during the term of this Agreement, the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall take
all reasonable action in connection with the safekeeping and preservation of the
Collateral hereunder as determined by industry standards.

         No provision of this Agreement shall require the Collateral Agent,
Custodial Agent or Securities Intermediary to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder. In no event shall the Collateral Agent, Custodial Agent or Securities
Intermediary be liable for any amount in excess of the Value of the Collateral.

         Section 9.02.  Instructions of the Company. The Company shall have the
right, by one or more written instruments executed and delivered to the
Collateral Agent, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent,
or to direct the taking or refraining from taking of any action authorized by
this Agreement; provided, however, that (i) such direction shall not conflict
with the provisions of any law or of this Agreement or involve the Collateral
Agent in personal liability and (ii) the Collateral Agent shall be indemnified
to its satisfaction as provided herein. Nothing contained in this Section 9.02
shall impair the right of the Collateral Agent in its discretion to take any
action or omit to take any action which it deems proper and which is not
inconsistent with such direction. None of the Collateral Agent, the Custodial
Agent or the Securities Intermediary has any obligation or responsibility to
file UCC financing statements.

         Section 9.03.  Reliance by Collateral Agent and Securities
Intermediary. Each of the Securities Intermediary, the Custodial Agent and the
Collateral Agent shall be entitled to rely conclusively upon any certification,
order, judgment,

                                       26

<PAGE>

opinion, notice or other written communication (including, without limitation,
any thereof by e-mail or similar electronic means, telecopy, telex or facsimile)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons (without being required to determine
the correctness of any fact stated therein) and consult with and conclusively
rely upon advice, opinions and statements of legal counsel and other experts
selected by the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be. As to any matters not expressly provided for
by this Agreement, the Collateral Agent, the Custodial Agent and the Securities
Intermediary shall in all cases be fully protected in acting, or in refraining
from acting, hereunder in accordance with instructions given by the Company in
accordance with this Agreement.

         Section 9.04.  Certain Rights. (a) Whenever in the administration of
the provisions of this Agreement the Collateral Agent, the Custodial Agent or
the Securities Intermediary shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of gross negligence or bad faith on
the part of the Collateral Agent, the Custodial Agent or the Securities
Intermediary, be deemed to be conclusively proved and established by a
certificate signed by one of the Company's officers, and delivered to the
Collateral Agent, the Custodial Agent or the Securities Intermediary and such
certificate, in the absence of gross negligence or bad faith on the part of the
Collateral Agent, the Custodial Agent or the Securities Intermediary, shall be
full warrant to the Collateral Agent, the Custodial Agent or the Securities
Intermediary for any action taken, suffered or omitted by it under the
provisions of this Agreement upon the faith thereof.

         (a)   The Collateral Agent, the Custodial Agent or the Securities
Intermediary shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, entitlement order, approval or other paper or
document.

         Section 9.05.  Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Collateral Agent, the Custodial Agent
or the Securities Intermediary may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall be a party, or any corporation succeeding to the
business of the Collateral Agent, the Custodial Agent or the Securities
Intermediary shall be the successor of the Collateral Agent, the Custodial Agent
or the Securities Intermediary hereunder without the execution or filing of any
paper with any party hereto or any further act on the part of any of the parties
hereto except where an instrument of transfer or assignment is required by law
to effect such succession, anything herein to the contrary notwithstanding.

                                       27

<PAGE>

         Section 9.06.  Rights in Other Capacities. The Collateral Agent, the
Custodial Agent and the Securities Intermediary and their affiliates may
(without having to account therefor to the Company) accept deposits from, lend
money to, make their investments in and generally engage in any kind of banking,
trust or other business with the Purchase Contract Agent, any other Person
interested herein and any Holder of Units (and any of their respective
subsidiaries or affiliates) as if it were not acting as the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, and the
Collateral Agent, the Custodial Agent, the Securities Intermediary and their
affiliates may accept fees and other consideration from the Purchase Contract
Agent and any Holder of Units without having to account for the same to the
Company; provided that each of the Securities Intermediary, the Custodial Agent
and the Collateral Agent covenants and agrees with the Company that it shall not
accept, receive or permit there to be created in favor of itself and shall take
no affirmative action to permit there to be created in favor of any other
Person, any security interest, lien or other encumbrance of any kind in or upon
the Collateral other than the lien created by the Pledge.

         Section 9.07.  Non-reliance on Collateral Agent, the Custodial Agent
and Securities Intermediary. None of the Securities Intermediary, the Custodial
Agent or the Collateral Agent shall be required to keep itself informed as to
the performance or observance by the Purchase Contract Agent or any Holder of
Units of this Agreement, the Purchase Contract Agreement, the Units or any other
document referred to or provided for herein or therein or to inspect the
properties or books of the Purchase Contract Agent or any Holder of Units. None
of the Collateral Agent, the Custodial Agent or the Securities Intermediary
shall have any duty or responsibility to provide the Company with any credit or
other information concerning the affairs, financial condition or business of the
Purchase Contract Agent or any Holder of Units (or any of their respective
affiliates) that may come into the possession of the Collateral Agent, the
Custodial Agent or the Securities Intermediary or any of their respective
affiliates.

         Section 9.08.  Compensation and Indemnity. The Company agrees to:

         (a)   pay the Collateral Agent, the Custodial Agent and the Securities
Intermediary from time to time such compensation as shall be agreed in writing
between the Company and the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be, for all services rendered by them
hereunder;

         (b)   indemnify and hold harmless the Collateral Agent, the Custodial
Agent, the Securities Intermediary and each of their respective directors,
officers, agents and employees (collectively, the "Indemnitees"), from and
against any and all claims, liabilities, losses, damages, fines, penalties and
expenses (including reasonable fees and expenses of counsel) (collectively,
"Losses" and

                                       28

<PAGE>

individually, a "Loss") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them for following any instructions or other
directions upon which either the Collateral Agent, the Custodial Agent or the
Securities Intermediary is entitled to rely pursuant to the terms of this
Agreement, provided that the Collateral Agent, the Custodial Agent or the
Securities Intermediary has not acted with gross negligence or engaged in
willful misconduct or bad faith with respect to the specific Loss against which
indemnification is sought; and

         (c)   in addition to and not in limitation of paragraph (b) immediately
above, indemnify and hold the Indemnitees and each of them harmless from and
against any and all Losses that may be imposed on, incurred by or asserted
against, the Indemnitees or any of them in connection with or arising out of the
Collateral Agent's, the Custodial Agent's or the Securities Intermediary's
acceptance or performance of its powers and duties under this Agreement,
provided the Collateral Agent, the Custodial Agent or the Securities
Intermediary has not acted with gross negligence or engaged in willful
misconduct or bad faith with respect to the specific Loss against which
indemnification is sought.

         The provisions of this Section and Section 11.07 shall survive the
resignation or removal of the Collateral Agent, Custodial Agent or Securities
Intermediary and the termination of this Agreement.

         Section 9.09.  Failure to Act. In the event of any ambiguity in the
provisions of this Agreement or any dispute between or conflicting claims by or
among the parties hereto or any other Person with respect to any funds or
property deposited hereunder, then at its sole option, each of the Collateral
Agent, the Custodial Agent and the Securities Intermediary shall be entitled,
after prompt notice to the Company and the Purchase Contract Agent, to refuse to
comply with any and all claims, demands or instructions with respect to such
property or funds so long as such dispute or conflict shall continue, and the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall not
be or become liable in any way to any of the parties hereto for its failure or
refusal to comply with such conflicting claims, demands or instructions. The
Collateral Agent, the Custodial Agent and the Securities Intermediary shall be
entitled to refuse to act until either:

         (a)   such conflicting or adverse claims or demands shall have been
finally determined by a court of competent jurisdiction or settled by agreement
between the conflicting parties as evidenced in a writing satisfactory to the
Collateral Agent, the Custodial Agent or the Securities Intermediary; or

         (b)   the Collateral Agent, the Custodial Agent or the Securities
Intermediary shall have received security or an indemnity satisfactory to it
sufficient to save it harmless from and against any and all loss, liability or
reasonable out-of-pocket expense which it may incur by reason of its acting.

                                       29

<PAGE>

         The Collateral Agent, the Custodial Agent and the Securities
Intermediary may in addition elect to commence an interpleader action or seek
other judicial relief or orders as the Collateral Agent, the Custodial Agent or
the Securities Intermediary may deem necessary. Notwithstanding anything
contained herein to the contrary, none of the Collateral Agent, the Custodial
Agent or the Securities Intermediary shall be required to take any action that
is in its opinion contrary to law or to the terms of this Agreement, or which
would in its opinion subject it or any of its officers, employees or directors
to liability.

         Section 9.10.  Resignation of Collateral Agent, the Custodial Agent and
Securities Intermediary.

         (a)   Subject to the appointment and acceptance of a successor
Collateral Agent, Custodial Agent or Securities Intermediary as provided below:

               (i)      the Collateral Agent, the Custodial Agent and the
         Securities Intermediary may resign at any time by giving notice thereof
         to the Company and the Purchase Contract Agent as attorney-in-fact for
         the Holders of Units;

               (ii)     the Collateral Agent, the Custodial Agent and the
         Securities Intermediary may be removed at any time by the Company; and

               (iii)    if the Collateral Agent, the Custodial Agent or the
         Securities Intermediary fails to perform any of its material
         obligations hereunder in any material respect for a period of not less
         than 20 days after receiving written notice of such failure by the
         Purchase Contract Agent and such failure shall be continuing, the
         Collateral Agent, the Custodial Agent and the Securities Intermediary
         may be removed by the Purchase Contract Agent, acting at the direction
         of the Holders of Units.

         The Purchase Contract Agent shall promptly notify the Company of any
removal of the Collateral Agent, the Custodial Agent or the Securities
Intermediary pursuant to clause (iii) of this Section 9.10. Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Collateral Agent, Custodial Agent or Securities Intermediary, as the case may
be, which shall not be an Affiliate of the Purchase Contract Agent. If no
successor Collateral Agent, Custodial Agent or Securities Intermediary shall
have been so appointed and shall have accepted such appointment within 30 days
after the retiring Collateral Agent's, Custodial Agent's or Securities
Intermediary's giving of notice of resignation or the Company's or the Purchase
Contract Agent's giving notice of such removal, then the retiring or removed
Collateral Agent, Custodial Agent or Securities Intermediary may petition any
court of competent jurisdiction, at the expense of the Company, for the
appointment of a successor Collateral Agent, Custodial Agent or Securities
Intermediary. The Collateral

                                       30

<PAGE>

Agent, the Custodial Agent and the Securities Intermediary shall each be a bank
or a national banking association which has an office (or an agency office) in
New York City with a combined capital and surplus of at least $50,000,000. Upon
the acceptance of any appointment as Collateral Agent, Custodial Agent or
Securities Intermediary hereunder by a successor Collateral Agent, Custodial
Agent or Securities Intermediary, as the case may be, such successor Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, and the retiring Collateral Agent, Custodial
Agent or Securities Intermediary, as the case may be, shall take all appropriate
action, subject to payment of any amounts then due and payable to it hereunder,
to transfer any money and property held by it hereunder (including the
Collateral) to such successor. The retiring Collateral Agent, Custodial Agent or
Securities Intermediary shall, upon such succession, be discharged from its
duties and obligations as Collateral Agent, Custodial Agent or Securities
Intermediary hereunder. After any retiring Collateral Agent's, Custodial Agent's
or Securities Intermediary's resignation hereunder as Collateral Agent,
Custodial Agent or Securities Intermediary, the provisions of this Article 9
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Collateral Agent, Custodial
Agent or Securities Intermediary. Any resignation or removal of the Collateral
Agent, Custodial Agent or Securities Intermediary hereunder, at a time when such
Person is acting as the Collateral Agent, Custodial Agent or Securities
Intermediary, shall be deemed for all purposes of this Agreement as the
simultaneous resignation or removal of the Collateral Agent, Securities
Intermediary or Custodial Agent, as the case may be.

         (b)   Because Bank One Trust Company, N.A. is serving as the Collateral
Agent hereunder and the Purchase Contract Agent under the Purchase Contract
Agreement, if an event of default occurs hereunder or under the Purchase
Contract Agreement, Bank One Trust Company, N.A. will resign as the Collateral
Agent, but continue to act as the Purchase Contract Agent. A successor
Collateral Agent will be appointed in accordance with the terms hereof. If any
such event of default is cured or waived prior to the appointment of a
successors Collateral Agent, the duty of Bank One Trust Company, N.A. to resign
in respect of such event of default shall cease.

         Section 9.11.  Right to Appoint Agent or Advisor. The Collateral Agent
shall have the right to appoint agents or advisors in connection with any of its
duties hereunder, and the Collateral Agent shall not be liable for any action
taken or omitted by, or in reliance upon the advice of, such agents or advisors
selected in good faith. The appointment of agents pursuant to this Section 9.11
shall be subject to prior written consent of the Company, which consent shall
not be unreasonably withheld.

                                       31

<PAGE>

         Section 9.12.  Survival. The provisions of this Article 9 shall survive
termination of this Agreement and the resignation or removal of the Collateral
Agent, the Custodial Agent or the Securities Intermediary.

         Section 9.13.  Exculpation. Anything contained in this Agreement to the
contrary notwithstanding, in no event shall the Collateral Agent, the Custodial
Agent or the Securities Intermediary or their officers, directors, employees or
agents be liable under this Agreement to any third party for indirect, special,
punitive, or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, whether or not the likelihood of such loss or
damage was known to the Collateral Agent, the Custodial Agent or the Securities
Intermediary, or any of them and regardless of the form of action.

                                   ARTICLE 10
                                    Amendment

         Section 10.01. Amendment Without Consent of Holders. Without the
consent of any Holders, the Company, when authorized by a Board Resolution, the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Purchase Contract Agent, at any time and from time to time, may amend this
Agreement, in form satisfactory to the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
to:

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

         (b)   evidence and provide for the acceptance of appointment hereunder
by a successor Collateral Agent, Custodial Agent, Securities Intermediary or
Purchase Contract Agent;

         (c)   add to the covenants of the Company for the benefit of the
Holders, or surrender any right or power herein conferred upon the Company,
provided that such covenants or such surrender do not adversely affect the
validity, perfection or priority of the Pledge created hereunder; or

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

         Section 10.02. Amendment with Consent of Holders. With the consent of
the Holders of not less than a majority of the Purchase Contracts at the time
outstanding, including without limitation the consent of the Holders obtained in

                                       32

<PAGE>

connection with a tender or an exchange offer, by Act of such Holders delivered
to the Company, the Purchase Contract Agent, the Custodial Agent, the Securities
Intermediary and the Collateral Agent, as the case may be, the Company, when
duly authorized by a Board Resolution, the Purchase Contract Agent, the
Collateral Agent, the Securities Intermediary and the Collateral Agent may amend
this Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the Holders in respect of the Units; provided,
however, that no such supplemental agreement shall, without the unanimous
consent of the Holders of each Outstanding Unit adversely affected thereby in
any material respect:

         (a)   change the amount or type of Collateral underlying a Unit (except
for the rights of holders of Corporate Units to substitute the Treasury
Securities for the Pledged Senior Notes or the Pledged Applicable Ownership
Interests, as the case may be, or the rights of Holders of Treasury Units to
substitute Senior Notes or the Applicable Ownership Interests (as specified in
clause (i) of the definition of such term) in the Treasury Portfolio, as
applicable, for the Pledged Treasury Securities), unless such change is not
adverse to the Holders, impair the right of the Holder of any Unit to receive
distributions on the underlying Collateral or otherwise adversely affect the
Holder's rights in or to such Collateral; or

         (b)   otherwise effect any action that would require the consent of the
Holder of each Outstanding Unit affected thereby pursuant to the Purchase
Contract Agreement if such action were effected by a modification or amendment
of the provisions of the Purchase Contract Agreement; or

         (c)   reduce the percentage of Purchase Contracts the consent of whose
Holders is required for the modification or amendment of the provisions of this
Agreement;

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

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

                                       33

<PAGE>

         Section 10.03. Execution of Amendments. In executing any amendment
permitted by this Article, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent shall be entitled to
receive and (subject to Section 7.01 of the Purchase Contract Agreement with
respect to the Purchase Contract Agent) shall be fully authorized and protected
in relying upon, an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent, if any, to the execution and delivery of such amendment have been
satisfied. The Collateral Agent, Custodial Agent, Securities Intermediary and
Purchase Contract Agent may, but shall not be obligated to, enter into any such
amendment which affects their own respective rights, duties or immunities under
this Agreement or otherwise.

         Section 10.04. Effect of Amendments. Upon the execution of any
amendment under this Article, this Agreement shall be modified in accordance
therewith, and such amendment shall form a part of this Agreement for all
purposes; and every Holder of Certificates theretofore or thereafter
authenticated, executed on behalf of the Holders and delivered under the
Purchase Contract Agreement shall be bound thereby.

         Section 10.05. Reference of Amendments. Certificates authenticated,
executed on behalf of the Holders and delivered after the execution of any
amendment pursuant to this Section may, and shall if required by the Collateral
Agent or the Purchase Contract Agent, bear a notation in form approved by the
Purchase Contract Agent and the Collateral Agent as to any matter provided for
in such amendment. If the Company shall so determine, new Certificates so
modified as to conform, in the opinion of the Collateral Agent, the Purchase
Contract Agent and the Company, to any such amendment may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in accordance with the Purchase
Contract Agreement in exchange for Certificates representing Outstanding Units.

                                   ARTICLE 11
                                  Miscellaneous

         Section 11.01. No Waiver. No failure on the part of the Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary or any of
their respective agents to exercise, and no course of dealing with respect to,
and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise by the Company,
the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of
their respective agents of any right, power or remedy hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The

                                       34

<PAGE>

remedies herein are cumulative and are not exclusive of any remedies provided by
law.

         Section 11.02. Governing Law; Submission to Jurisdiction. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. The Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Holders from time to time of the Units,
acting through the Purchase Contract Agent as their attorney-in-fact, hereby
submit to the nonexclusive jurisdiction of the United States District Court for
the Southern District of New York and of any New York state court sitting in New
York City for the purposes of all legal proceedings arising out of or relating
to this Agreement or the transactions contemplated hereby. The Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Holders from time to time of the Units, acting through the Purchase Contract
Agent as their attorney-in-fact, irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter have
to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in
an inconvenient forum.

         Section 11.03. Notices. All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy) delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages hereof or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by telecopier or personally delivered or, in the
case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.

         Section 11.04. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Purchase Contract Agent, and the Holders from time to time of the Units,
by their acceptance of the same, shall be deemed to have agreed to be bound by
the provisions hereof and to have ratified the agreements of, and the grant of
the Pledge hereunder by, the Purchase Contract Agent.

         Section 11.05. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.

                                       35

<PAGE>

         Section 11.06. Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.

         Section 11.07. Expenses, Etc The Company agrees to reimburse the
Collateral Agent, the Custodial Agent and the Securities Intermediary for:

         (a)   all reasonable costs and expenses of the Collateral Agent, the
Custodial Agent and the Securities Intermediary (including, without limitation,
the reasonable fees and expenses of counsel to the Collateral Agent, the
Custodial Agent and the Securities Intermediary), in connection with (i) the
negotiation, preparation, execution and delivery or performance of this
Agreement and (ii) any modification, supplement or waiver of any of the terms of
this Agreement;

         (b)   all reasonable costs and expenses of the Collateral Agent, the
Custodial Agent and the Securities Intermediary (including, without limitation,
reasonable fees and expenses of counsel) in connection with (i) any enforcement
or proceedings resulting or incurred in connection with causing any Holder of
Units to satisfy its obligations under the Purchase Contracts forming a part of
the Units and (ii) the enforcement of this Section 11.07;

         (c)   all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated hereby;

         (d)   all reasonable fees and expenses of any agent or advisor
appointed by the Collateral Agent and consented to by the Company under Section
9.11 of this Agreement; and

         (e)   any other out-of-pocket costs and expenses reasonably incurred by
the Collateral Agent, the Custodial Agent and the Securities Intermediary in
connection with the performance of their duties hereunder.

         Section 11.08. Security Interest Absolute. All rights of the Collateral
Agent and security interests hereunder, and all obligations of the Holders from
time to time hereunder, shall be absolute and unconditional irrespective of:

                                       36

<PAGE>

         (a)   any lack of validity or enforceability of any provision of the
Purchase Contracts or the Units or any other agreement or instrument relating
thereto;

         (b)   any change in the time, manner or place of payment of, or any
other term of, or any increase in the amount of, all or any of the obligations
of Holders of the Units under the related Purchase Contracts, or any other
amendment or waiver of any term of, or any consent to any departure from any
requirement of, the Purchase Contract Agreement or any Purchase Contract or any
other agreement or instrument relating thereto; or

         (c)   any other circumstance which might otherwise constitute a defense
available to, or discharge of, a borrower, a guarantor or a pledgor.

         Section 11.09.  Notice of Special Event, Special Event Redemption and
Termination Event. Upon the occurrence of a Special Event, a Special Event
Redemption or a Termination Event, the Company shall deliver written notice to
the Purchase Contract Agent, the Collateral Agent and the Securities
Intermediary. Upon the written request of the Collateral Agent or the Securities
Intermediary, the Company shall inform such party whether or not a Special
Event, a Special Event Redemption or a Termination Event has occurred.

                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       37

<PAGE>

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

BAXTER INTERNATIONAL INC.                    BANK ONE TRUST COMPANY, N.A., as
                                             Purchase Contract Agent and as
                                             attorney-in-fact of the Holders
                                             from time to time of the Units


By: _________________________________        By: _______________________________
    Name:                                        Name:
    Title:                                       Title:

Address for Notices:                         Address for Notices:

Baxter International Inc.                    Bank One Trust Company, N.A.
One Baxter Parkway                           1 Bank One Plaza
Deerfield, Illinois 60015                    Suite IL1-0823
Telecopier No.: 847-948-3827                 Chicago, IL 60670-0823
Attention: General Counsel                   Telecopier No.: 312-336-8840
                                             Attention: Corporate Trust
                                             Administration


BANK ONE TRUST COMPANY, N.A.,
as Collateral Agent, Custodial Agent
and Securities Intermediary


By: _________________________________
    Name:
    Title:


Address for Notices:

Bank One Trust Company, N.A.
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust
Administration

<PAGE>

                                                                       EXHIBIT A

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                          (Creation of Treasury Units)

Bank One Trust Company, N.A.
The Purchase Contract Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

         Re:   _________ Corporate Units of Baxter International Inc. (the
               "Company")

               The securities account of Bank One Trust Company, N.A., as
               Collateral Agent, maintained by the Securities Intermediary and
               designated "Bank One Trust Company, N.A., as Collateral Agent of
               Baxter International Inc., as pledgee of Bank One Trust Company,
               N.A., as the Purchase Contract Agent on behalf of and as
               attorney-in-fact for the Holders" (the "Collateral Account")

         Please refer to the Pledge Agreement, dated as of December 17, 2002
(the "Pledge Agreement"), among the Company, you, as Collateral Agent, as
Securities Intermediary and as Custodial Agent and the undersigned, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units from
time to time. Capitalized terms used herein but not defined shall have the
meaning set forth in the Pledge Agreement.

         We hereby notify you in accordance with Section 5.02 of the Pledge
Agreement that the holder of securities named below (the "Holder") has elected
to substitute $__________ Value of Treasury Securities or security entitlements
with respect thereto in exchange for an equal Value of Pledged Senior Notes
relating to _________ Corporate Units and has delivered to the undersigned a
notice stating that the Holder has Transferred such Treasury Securities or
security entitlements with respect thereto to the Securities Intermediary, for
credit to the Collateral Account.

         We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Treasury Securities or security entitlements thereto have
been credited to the Collateral Account, to release to the undersigned an equal

                                       39

<PAGE>

Value of Pledged Senior Notes in accordance with Section 5.02 of the Pledge
Agreement.

Date:
                                         Bank One Trust Company, N.A., as
                                            Purchase Contract Agent and as
                                            attorney-in-fact of the Holders
                                            from time to time of the Units

                                         By: ___________________________________
                                             Name:
                                             Title:

                                       40

<PAGE>

Please print name and address of Holder electing to substitute Treasury
Securities or security entitlements with respect thereto for the Pledged Senior
Notes:

         ____________________________          _________________________________
                     Name:                     Social Security or other Taxpayer
                                                 Identification Number, if any

         ____________________________
                   Address


         ____________________________

         ____________________________

                                       41

<PAGE>

                                                                       EXHIBIT B

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                          (Creation of Treasury Units)

Bank One Trust Company, N.A.
as Securities Intermediary
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

Re:      _________ Corporate Units of Baxter International Inc. (the "Company")

         The securities account of Bank One Trust Company, N.A., as Collateral
         Agent, maintained by the Securities Intermediary and designated "Bank
         One Trust Company, N.A., as Collateral Agent of Baxter International
         Inc., as pledgee of Bank One Trust Company, N.A., as the Purchase
         Contract Agent on behalf of and as attorney-in-fact for the Holders"
         (the "Collateral Account")

         Please refer to the Pledge Agreement, dated as of December 17, 2002
(the "Pledge Agreement"), among the Company, you, as Collateral Agent, as
Securities Intermediary and as Custodial Agent and the undersigned, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units from
time to time. Capitalized terms used herein but not defined shall have the
meaning set forth in the Pledge Agreement.

         When you have confirmed that $__________ Value of Treasury Securities
or security entitlements thereto has been credited to the Collateral Account by
or for the benefit of _________, as Holder of Corporate Units (the "Holder"),
you are hereby instructed to release from the Collateral Account an equal Value
of Pledged Senior Notes or security entitlements with respect thereto relating
to _____ Corporate Units of the Holder by Transfer to the Purchase Contract
Agent.

                                       42

<PAGE>

Dated:  _______________________
                                              Bank One Trust Company, N.A., as
                                                 Collateral Agent


                                              By: ______________________________
                                                  Name:
                                                  Title:

                                       43

<PAGE>

Please print name and address of Holder:


         ____________________________          _________________________________
                     Name:                     Social Security or other Taxpayer
                                               Identification Number, if any

         ____________________________
                   Address


         ____________________________

         ____________________________

                                       44

<PAGE>

                                                                       EXHIBIT C

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                        (Recreation of Corporate Units )

Bank One Trust Company, N.A.
The Purchase Contract Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

Re:      ____________ Treasury Units of Baxter International Inc. (the
         "Company")

         Please refer to the Pledge Agreement dated as of December 17, 2002 (the
"Pledge Agreement"), among the Company, you, as Collateral Agent, as Securities
Intermediary, as Custodial Agent and the undersigned, as Purchase Contract Agent
and as attorney-in-fact for the holders of Treasury Units from time to time.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

         We hereby notify you in accordance with Section 5.03 of the Pledge
Agreement that the holder of securities named below (the "Holder") has elected
to substitute $ Value of Senior Notes or security entitlements with respect
thereto in exchange for $__________ Value of Pledged Treasury Securities and has
delivered to the undersigned a notice stating that the holder has Transferred
such Senior Notes or security entitlements with respect thereto to the
Securities Intermediary, for credit to the Collateral Account.

                                       45

<PAGE>

         We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Senior Notes or security entitlements with respect
thereto have been credited to the Collateral Account, to release to the
undersigned $__________ Value of Treasury Securities or security entitlements
with respect thereto related to _____ Treasury Units of such Holder in
accordance with Section 5.03 of the Pledge Agreement.

                                                Bank One Trust Company, N.A. as
                                                Purchase Contract Agent

Dated:   __________________________             By: ____________________________
                                                    Name:
                                                    Title:

                                       46

<PAGE>

Please print name and address of Holder electing to substitute Senior Notes or
security entitlements with respect thereto for Pledged Treasury Securities:

         _____________________________         _________________________________
                     Name:                     Social Security or other Taxpayer
                                               Identification Number, if any

         _____________________________
                   Address


         _____________________________

         _____________________________

                                       47

<PAGE>

                                                                       EXHIBIT D

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                         (Recreation of Corporate Units)

Bank One Trust Company, N.A.
as Securities Intermediary
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

Re:      ___________ Treasury Units of Baxter International Inc. (the "Company")

         The securities account of Bank One Trust Company, N.A., as Collateral
         Agent, maintained by the Securities Intermediary and designated "Bank
         One Trust Company, N.A., as Collateral Agent of Baxter International
         Inc., as pledgee of Bank One Trust Company, N.A., as the Purchase
         Contract Agent on behalf of and as attorney-in-fact for the Holders"
         (the "Collateral Account")

         Please refer to the Pledge Agreement dated as of December 17, 2002 (the
"Pledge Agreement"), among the Company, you, as Securities Intermediary,
Custodial Agent and Collateral Agent and Bank One Trust Company, N.A., as
Purchase Contract Agent and as attorney-in-fact for the holders of Corporate
Units from time to time, and the undersigned, as Collateral Agent. Capitalized
terms used herein but no defined shall have the meaning set forth in the Pledge
Agreement.

         When you have confirmed that $ __________ Value of Senior Notes or
security entitlements with respect thereto has been credited to the Collateral
Account by or for the benefit of ________________, as Holder of Treasury Units
(the "Holder"), you are hereby instructed to release from the Collateral Account
$ __________ Value of Treasury Securities or security entitlements thereto by
Transfer to the Purchase Contract Agent.

                                       48

<PAGE>

                                           Bank One Trust Company, N.A., as
                                           Collateral Agent

Dated:   _____________________________     By: _________________________________
                                               Name:
                                               Title:

Please print name and address of Holder:


         ______________________________        _________________________________
                      Name:                    Social Security or other Taxpayer
                                               Identification Number, if any

         ______________________________
                    Address


         ______________________________

         ______________________________

                                       49

<PAGE>

                                                                       EXHIBIT E

                    NOTICE OF CASH SETTLEMENT FROM COLLATERAL
                        AGENT TO PURCHASE CONTRACT AGENT
                            (Cash Settlement Amounts)

Bank One Trust Company, N.A.
The Purchase Contract Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

Re:    __________  Corporate Units of Baxter International Inc. (the "Company")
       __________ Treasury Units of the Company

       Please refer to the Pledge Agreement dated as of December 17, 2002 (the
"Pledge Agreement"), by and among you, the Company, and Bank One Trust Company,
N.A., as Collateral Agent, Custodial Agent and Securities Intermediary. Unless
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein.

       In accordance with Section 5.05(d) of the Pledge Agreement, we hereby
notify you that as of 11:00 a.m. (New York City time) on the fourth Business Day
immediately preceding February 16, 2006 (the "Purchase Contract Settlement
Date"), we have received (i) $ _______________ in immediately available funds
paid in an aggregate amount equal to the Purchase Price due to the Company on
the Purchase Contract Settlement Date with respect to ________________ Corporate
Units, (ii) $ ___________ in immediately available funds paid in an aggregate
amount equal to the Purchase Price due to the Company on the Purchase Contract
Settlement Date with respect to ______ Treasury Units and (iii) based on the
funds received set forth in clause (i) above, an aggregate principal amount of
$_________ of Pledged Senior Notes are to be tendered for purchase in the Final
Remarketing.

                                               Bank One Trust Company, N.A., as
                                               Collateral Agent

Dated:   _________________________             By: _____________________________
                                                   Name:
                                                   Title:

                                       50

<PAGE>

                                                                       EXHIBIT F

              INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

Bank One Trust Company, N.A.
The Custodial Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

         Re:   Senior Notes Due February 16, 2008 of Baxter International Inc.
(the "Company")

         The undersigned hereby notifies you in accordance with Section 5.07(c)
of the Pledge Agreement, dated as of December 17, 2002 (the "Pledge Agreement"),
among the Company, you, as Collateral Agent, Custodial Agent and Securities
Intermediary and Bank One Trust Company, N.A., as the Purchase Contract Agent
and as attorney-in-fact for the holders of Corporate Units from time to time,
that the undersigned elects to deliver $______________ aggregate principal
amount of Separate Senior Notes for delivery to the Remarketing Agent prior to
5:00 p.m. (New York City time) on the fifth Business Day immediately preceding
the [Initial] [Final] Remarketing Date for remarketing pursuant to Section
5.07(c) of the Pledge Agreement. The undersigned will, upon request of the
Remarketing Agent, execute and deliver any additional documents deemed by the
Remarketing Agent or by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Separate Senior Notes tendered hereby.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

         The undersigned hereby instructs you, upon receipt of the Proceeds of
such remarketing from the Remarketing Agent, to deliver such Proceeds to the
undersigned in accordance with the instructions indicated herein under "A.
Payment Instructions." The undersigned hereby instructs you, in the event of a
Failed Remarketing, upon receipt of the Separate Senior Notes tendered herewith
from the Remarketing Agent, to deliver such Separate Senior Notes to the
person(s) and the address(es) indicated herein under "B. Delivery Instructions."

         With this notice, the undersigned hereby (i) represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Separate Senior Notes tendered hereby and that the undersigned is
the record

                                       51

<PAGE>

owner of any Senior Notes tendered herewith in physical form or a participant in
The Depositary Trust Company ("DTC") and the beneficial owner of any Senior
Notes tendered herewith by book-entry transfer to your account at DTC, (ii)
agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge
Agreement and (iii) acknowledges and agrees that after 5:00 p.m. (New York City
time) on the fifth Business Day immediately preceding the [Initial] [Final]
Remarketing Date, such election shall become an irrevocable election to have
such Separate Senior Notes remarketed in the Remarketing, and that the Separate
Senior Notes tendered herewith will only be returned in the event of a Failed
Remarketing.

Date:    ____________________________

                                          By: __________________________________
                                              Name:
                                              Title:
                                              Signature Guarantee: _____________

_____________________________________
                Name
                                              __________________________________
                                              Social Security or other Taxpayer
                                              Identification Number, if any
_____________________________________
              Address

_____________________________________

                                       52

<PAGE>

A.       PAYMENT INSTRUCTIONS

Proceeds of the remarketing should be paid by check in the name of the person(s)
set forth below and mailed to the address set forth below.

Name(s)



(Please Print)
Address

(Please Print)





(Zip Code)


(Tax Identification or Social Security Number)




B.       DELIVERY INSTRUCTIONS

In the event of a Failed Final Remarketing, Senior Notes which are in physical
form should be delivered to the person(s) set forth below and mailed to the
address set forth below.

Name(s)

(Please Print)
Address

(Please Print)


(Zip Code)

                                       53

<PAGE>

(Tax Identification or Social Security Number)

In the event of a failed final remarketing, Senior Notes which are in book-entry
form should be credited to the account at The Depository Trust Company set forth
below.


__________________
DTC Account Number

Name of Account Party:______________________________

                                       54

<PAGE>

                                                                       EXHIBIT G

                    INSTRUCTION TO CUSTODIAL AGENT REGARDING
                           WITHDRAWAL FROM REMARKETING

Bank One Trust Company, N.A.
The Custodial Agent
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Telecopier No.: 312-336-8840
Attention: Corporate Trust Administration

         Re:  Senior Notes due February 16, 2008 of Baxter International Inc.
(the "Company")

         The undersigned hereby notifies you in accordance with Section 5.07(c)
of the Pledge Agreement, dated as of December 17, 2002 (the "Pledge Agreement"),
among the Company and you, as Collateral Agent, Custodial Agent and Securities
Intermediary, and Bank One Trust Company, N.A., as Purchase Contract Agent and
as attorney-in-fact for the holders of Corporate Units from time to time, that
the undersigned elects to withdraw the $_________ aggregate principal amount of
Separate Senior Notes delivered to the Collateral Agent on _________, 200_ for
remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned
hereby instructs you to return such Senior Notes to the undersigned in
accordance with the undersigned's instructions. With this notice, the
Undersigned hereby agrees to be bound by the terms and conditions of Section
5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.

Date:  ____________________________

                                       By: ____________________________________
                                           Name:
                                           Title:
                                           Signature Guarantee: _______________


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

___________________________________
             Address

                                       55