EG&G INC, S-3, 1995-05-30

EG&G INC
S-3, 1995-05-30
ENGINEERING SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1995

REGISTRATION NO. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EG&G, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2052042
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
45 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02181
(617) 237-5100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

MURRAY GROSS, ESQ.
EG&G, INC.
45 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02181
(617) 237-5100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
DAVID E. REDLICK, ESQ. DAVID C. CHAPIN, ESQ.
HALE AND DORR ROPES & GRAY
60 STATE STREET ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109 BOSTON, MASSACHUSETTS 02110
(617) 526-6000 (617) 951-7000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions and other factors.

If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

<TABLE>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
Debt Securities.............. $150,000,000(2) 100% $150,000,000 $51,725
=========================================================================================================
<FN>
(1) Estimated solely for the purpose of computing the registration fee.
(2) Indicates issue price in the case of Debt Securities sold with original
issue discount. Principal amount at maturity may be greater.
</TABLE>
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION; DATED MAY 30, 1995

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1995

[LOGO EG&G INC.]

% NOTES DUE

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

Interest on the Notes is payable on and of each
year, commencing , 199 . The Notes are not redeemable prior to
maturity and will not be entitled to any sinking fund. The Notes will be
represented by one or more global Notes registered in the name of the nominee of
The Depository Trust Company (the "Depositary"). Beneficial interests in the
global Notes will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
described herein, Notes in definitive form will not be issued. The Notes will be
issued only in denominations of $1,000 and integral multiples thereof. The Notes
will trade in the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading activity for the Notes will therefore settle in
immediately available funds. All payments of principal and interest will be made
by EG&G, Inc. (the "Company") in immediately available funds. See "Description
of Notes".
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Per Note........................ % % %
Total........................... $ $ $
<FN>
- ---------------
(1) Plus accrued interest, if any, from , 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".
(3) Before deducting estimated expenses of $ payable by the Company.
</TABLE>
------------------------

The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Notes
will be ready for delivery in book-entry form only through the facilities of the
Depositary in New York, New York, on or about , 1995 against payment
therefor in immediately available funds.

GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
------------------------

The date of this Prospectus Supplement is , 1995.
<PAGE> 3

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

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

S-2
<PAGE> 4

USE OF PROCEEDS

The net proceeds from the sale of the Notes offered hereby are estimated to
be approximately $ . The Company intends to use up to $ of the net
proceeds to repay certain short-term indebtedness in an aggregate principal
amount of $ , which was incurred by the Company for general corporate
purposes, including the financing of open market repurchases, between
, 1995 and , 1995, of shares of its Common
Stock. Such indebtedness bears interest at rates ranging from % to %
per annum, and has maturity dates ranging from to . The
Company intends to use the remaining portion of the net proceeds for the
repurchase of additional shares of Common Stock and for other general corporate
purposes. Pending such uses, the net proceeds will be invested in short-term
investment-grade securities.

1995 FIRST QUARTER RESULTS

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial data of the
Company for the quarters ended April 3, 1994 and April 2, 1995. These financial
data were prepared by management from the Company's unaudited financial
statements and include all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the results of operations,
financial position and cash flows of the Company for the periods and as of the
dates indicated. The results for the quarter ended April 2, 1995 are not
necessarily indicative of results to be expected for the entire year. These
financial data should be read in conjunction with, and are qualified by
reference to, the consolidated financial statements and the related notes
contained in documents incorporated by reference in the accompanying Prospectus
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included therein and herein.

<TABLE>
<CAPTION>
QUARTERS ENDED
-----------------------
APRIL 3, APRIL 2,
1994 1995
-------- --------
(IN THOUSANDS WHERE
APPLICABLE)
<S> <C> <C>
(UNAUDITED)
OPERATIONS:
Sales (from continuing operations)...................................................... $325,747 $338,230
Operating income from continuing operations............................................. 12,675 15,673(a)
Income from continuing operations....................................................... 7,813 9,352(a)
Income from discontinued operations, net of income taxes................................ 6,540 4,337
Net income.............................................................................. 14,353 13,689(a)
Per share:
Income from continuing operations..................................................... .14 .17
Income from discontinued operations, net of income taxes.............................. .12 .08
Net income............................................................................ .26 .25(a)
FINANCIAL POSITION:
Working capital......................................................................... $210,601 $178,115
Total assets............................................................................ 767,781 809,814
Total debt.............................................................................. 54,759 85,253
Total long-term liabilities............................................................. 55,839 69,050
Stockholders' equity.................................................................... 471,950 436,928
Stockholders' equity per share.......................................................... 8.56 8.22
Debt/total capital...................................................................... 10.4% 16.3%
OTHER DATA:
Cash flows from (used in) continuing operations......................................... $(13,815) $ 13,918
Cash flows from discontinued operations................................................. 10,311 15,151
Cash flows from (used in) operating activities.......................................... (3,504) 29,069
Capital expenditures.................................................................... 6,977 9,217
Depreciation and amortization........................................................... 8,815 8,727
Cash dividends per common share......................................................... .14 .14
Weighted average common shares outstanding.............................................. 55,721 54,413
Ratio of earnings to fixed charges(b)................................................... 6.09x 5.65x
</TABLE>

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

(a) Effective January 2, 1995, the Company changed its depreciation methods from
accelerated to straight-line and half-year convention to actual month placed
in service. The effect of applying these new methods in the first quarter of
1995 was to reduce depreciation expense by $1.7 million and to increase
income from continuing operations and net income by $1.0 million and net
income per share by $.02.

(b) Computed by dividing income from continuing operations before income taxes
and fixed charges and as adjusted for certain equity method investments, by
fixed charges. Fixed charges consist of interest on all indebtedness
(including capital lease obligations), amortization of debt expenses, and
the percentage of rental expense of operating leases which is deemed
representative of the interest factor.

S-3
<PAGE> 5

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results of Operations

The following industry segment information is presented as an aid to a
better understanding of the Company's operating results:

<TABLE>
<CAPTION>
QUARTERS ENDED
---------------------------
APRIL 3, APRIL 2,
1994 1995
--------- ---------
<S> <C> <C>
(IN THOUSANDS)
(UNAUDITED)
SALES FROM CONTINUING OPERATIONS:
Technical Services....................................... $156,421 $149,165
Instruments.............................................. 62,855 69,842
Mechanical Components.................................... 56,039 59,790
Optoelectronics.......................................... 50,432 59,433
--------- ---------
$325,747 $338,230
========== ==========
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS:
Technical Services....................................... $ 12,299 $ 11,110
Instruments.............................................. 534 3,244
Mechanical Components.................................... 3,507 6,019
Optoelectronics.......................................... 3,550 2,320
General Corporate Expenses............................... (7,215) (7,020)
--------- ---------
$ 12,675 $ 15,673
========== ==========
</TABLE>

The discussion that follows is a summary analysis of the major changes in
operating results by industry segment that occurred for the quarter ended April
2, 1995 compared to the quarter ended April 3, 1994.

Sales From Continuing Operations

Sales from continuing operations were $338 million in the first quarter of
1995, a 4% increase over the 1994 level. In Technical Services, the $7.3 million
decrease was primarily due to reduced government contract funding, including the
phase down of the Superconducting Super Collider Laboratory contract, during
1995. Partially offsetting this decrease were increased billings from the
chemical weapons disposal contract at Tooele, which is now in its testing phase.
Instruments sales increased $7 million primarily due to higher security
instruments sales ($3.9 million) and the effects of changes in foreign exchange
rates, offset partially by a $2 million decrease due to the divestiture of a
product line under the 1994 repositioning plan. Higher demand for products in
the transportation, industrial sealing and card guide businesses resulted in the
$3.8 million increase in Mechanical Components sales. In Optoelectronics, the $9
million increase was due primarily to $6.4 million of sales of IC Sensors,
acquired at the end of the third quarter of 1994, and higher shipments of flash
products. These increases were partially offset by decreases due to the
completion of a government contract in September 1994 and lower sales of power
supplies.

Operating Income From Continuing Operations

Operating income from continuing operations was $15.7 million in the first
quarter of 1995, a 24% increase over 1994. In Technical Services, the $1.2
million decrease resulted primarily from an estimated provision for a legal
judgment and start-up costs for the environmental services and systems business.
These decreases were partially offset by the effect of a contract adjustment
relating to work performed in 1994. The Instruments $2.7 million increase was
primarily due to cost reductions of $2.3 million, with $1.5 million attributable
to the 1994 repositioning plan. The profit on increased sales in this segment
was partially offset by the effects of changes in foreign exchange rates. The
Mechanical Components increase of $2.5 million resulted primarily from higher
sales, lower receivable and inventory provisions and $0.4 million of cost
reductions resulting from the 1994 repositioning plan. The $1.2 million decrease
in Optoelectronics resulted primarily from increased research and development
expenses for the amorphous silicon program, completion of a govern-

S-4
<PAGE> 6

ment contract in 1994 and lower sales of power supplies. These decreases were
partially offset by cost reductions of $0.4 million resulting from the 1994
repositioning plan. IC Sensors' operations resulted in a small loss in 1995
primarily due to manufacturing delays and planned significant investment in
research and development. The $0.2 million decrease in general corporate
expenses was the result of cost reductions under the 1994 repositioning plan.
The net change in other income (expense) was due to higher foreign exchange
transaction losses partially offset by investment gains.

DEPRECIATION CHANGE: The Company changed its method of depreciation for
certain classes of plant and equipment purchased after January 1, 1995, from an
accelerated method to the straight-line method for financial reporting purposes.
The Company believes that the straight-line method more appropriately reflects
the timing of the economic benefits to be received from these assets, which
consist mainly of manufacturing equipment. The Company also changed its
convention for calculating depreciation expense during the year in which an
asset is acquired. Previously, the Company used the half-year convention;
starting in 1995, the Company commences depreciation in the month the asset is
placed in service. The effect of applying these new methods in the first quarter
of 1995 was to reduce depreciation expense by $1.7 million and to increase
income from continuing operations and net income by $1.0 million and net income
per share by $.02. The $1.7 million represents the difference between current
quarter depreciation expense under the old and new methods. Most of this
difference occurred in the Optoelectronics segment. Depreciation and
amortization for the first quarter of 1995 was approximately the same as in the
first quarter of 1994 because the effect of the changes in methods was offset by
the effect of higher capital expenditures and the inclusion of IC Sensors'
depreciation in 1995.

DISCONTINUED OPERATIONS: Income from discontinued operations, net of
income taxes, was $2.2 million below the 1994 level. The decrease reflected the
expiration of the Idaho contract in September 1994 and the absence in 1995 of a
cost/productivity improvement fee at Rocky Flats. The Department of Energy (the
"DOE") has notified the Company of its intention to expedite the procurement and
award of the Rocky Flats contract, which is expected to result in termination of
the Company's contract on or about June 30, 1995. Future sales and income from
discontinued operations will continue to decrease as the remaining DOE contracts
expire in 1995 and 1996. Such sales and income are dependent upon work scopes
and fee pools that are negotiated annually with the DOE.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents increased $10.2 million in the
first quarter of 1995 while commercial paper borrowings, used primarily to
finance the common stock repurchases described below, increased $21.8 million.
Net cash provided by continuing operations was $13.9 million in the first
quarter of 1995 compared to a use of $13.8 million in the first quarter of 1994.
In the first quarter of 1995, accounts receivable were reduced by $12.7 million
and inventories were reduced by $2.5 million, reflecting the results of the
aggressive working capital reduction program. These reductions were partially
offset by $4.2 million in payments under the 1994 repositioning plan. In
addition, the Company's prepaid funding of its pension plan, which the Company
elected in both 1994 and 1995 to effect in the first quarter for the entire
year, was $5.3 million lower in the first quarter 1995 as compared to 1994. The
net cash provided by discontinued operations in the first quarter of 1995 was
greater than in 1994 due to a reduction in receivables.

Under the 1994 repositioning plan, cash outlays for the first quarter of
1995 were $4.2 million, mainly for employee termination costs, bringing the
total spent under the plan to slightly over $8 million. Future cash outlays of
$17.3 million are expected to be incurred, mainly in 1995. During the first
quarter of 1995, the net work force reduction was 150 employees, bringing the
total reduction to 350 employees to date. The repositioning plan calls for a net
work force reduction of approximately 800 employees in continuing operations.
The actions taken resulted in pre-tax savings of $2.5 million during the first
quarter of 1995.

S-5
<PAGE> 7

Capital expenditures during the first quarter of 1995 were $9.2 million, an
increase of $2.2 million over the 1994 level. Capital expenditures in 1995 are
expected to exceed $80 million, more than twice the 1994 level. These increases
support new product development initiatives, primarily in the Optoelectronics
segment. Depreciation expense in 1995 is projected to be higher than in 1994 due
to the higher level of capital expenditures. During the first quarter of 1995,
the Company repurchased approximately two million shares of Common Stock at a
cost of $28.6 million under a stock repurchase program. As of April 2, 1995, the
Company had authorization to purchase approximately 11.3 million additional
shares.

DESCRIPTION OF NOTES

GENERAL

The following description of the particular terms of the Notes offered
hereby (referred to in the accompanying Prospectus as the "Offered Debt
Securities") supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set forth
in the accompanying Prospectus, to which description reference is hereby made.
Capitalized terms not defined herein have the meanings assigned to such terms in
the accompanying Prospectus.

The summary contained in this Prospectus Supplement of certain provisions
of the Indenture dated as of , 1995 (the "Indenture") between the
Company and The First National Bank of Boston, as trustee (the "Trustee"), does
not purport to be complete and is subject to and qualified in its entirety by
reference to the Indenture and the Notes.

The Notes are unsecured obligations of the Company and will be limited to
$ million aggregate principal amount and will mature on . The
Notes will bear interest from , 1995 at the rate per annum set forth
on the cover page hereof, payable semi-annually on and
of each year, commencing , to the persons in whose names such Notes
are registered, subject to certain exceptions, at the close of business on the
or , as the case may be, next preceding such interest
payment date. Principal and interest will be payable, and transfer of the Notes
will be registrable, at the office of the Trustee, but payment of interest may
be made at the option of the Company by check mailed to the address of the
person entitled thereto as shown on the register of the Notes maintained by the
Registrar (the "Note Register"). The Notes will be issuable in denominations of
$1,000 and integral multiples thereof.

The Notes are not redeemable prior to maturity and will not be entitled to
any sinking fund. The discharge and defeasance provisions and the covenant
provisions described in the accompanying Prospectus under "Description of Debt
Securities" will apply to the Notes.

The Notes will be issued in the form of one or more fully registered global
Notes which will be deposited with, or on behalf of, the Depositary, located in
the Borough of Manhattan, The City of New York, and will be registered in the
name of the Depositary or a nominee of the Depositary.

Ownership of beneficial interests in a global Note will be limited to
participants and to persons that may hold interests through institutions that
have accounts with the Depositary ("participants"). Ownership of beneficial
interests by participants in a global Note will be shown on, and the transfer of
that ownership interest will be effected only through, records maintained by the
Depositary for such global Note. Ownership of beneficial interests in such
global Note by persons that hold through participants will be shown on, and the
transfer of that ownership interest within each participant will be effected
only through, records maintained by such participants.

Payment of principal of and interest on the Notes represented by any such
global Note will be made to the Depositary or its nominee, as the case may be,
as the sole registered owner and the sole holder of the Notes represented
thereby for all purposes under the Indenture. None of the Company, the Trustee
or any agent of the Company or the Trustee will have any responsibility or
liability for any aspect of the Depositary's records relating to or payments
made on account of beneficial ownership interests in a global Note representing
any Notes, any other aspect of the relationship between the Depositary and its
participants, the relationship between such participants and the owners of
beneficial interests in a global Note owning through such participants, or for

S-6
<PAGE> 8

maintaining, supervising or reviewing any of the Depositary's records relating
to such beneficial ownership interests.

The Company has been advised by the Depositary that upon receipt of any
payment of principal of or interest on any such global Note, the Depositary will
credit, on its book-entry registration and transfer system, the accounts of
participants with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such global Note as shown on the
records of the Depositary. The accounts to be credited shall be designated by
the Underwriters. Payments by participants to owners of beneficial interests in
a global Note held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for customer accounts registered in "street name," and will be the sole
responsibility of such participants.

No global Note may be transferred except as a whole by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or
another nominee of the Depositary, or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor.

A global Note representing Notes is exchangeable for definitive Notes in
registered form, only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such global Note or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and the Company does not
appoint a successor Depositary, or (ii) the Company in its sole discretion
determines that such global Note shall be exchangeable for definitive Notes in
registered form and notifies the Trustee thereof. Any global Note that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
definitive Notes issuable in authorized denominations in registered form,
aggregating a like amount. Such definitive Notes shall be registered in the
names of the owners of the beneficial interests in such global Note as the
Depositary shall direct.

Except as provided above, owners of beneficial interests in such a global
Note will not be entitled to receive physical delivery of Notes in definitive
form and will not be considered the holders thereof for any purpose under the
Indenture, and no global Note representing Notes shall be exchangeable.
Accordingly, each person owning a beneficial interest in such a global Note must
rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture or such
global Note. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a global Note.

The Depositary may grant proxies and otherwise authorize participants to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a holder is entitled to give or take under the
Indenture or a global Note. The Company understands that under existing industry
practices, in the event that the Company requests any action of holders or that
an owner of a beneficial interest in such a global Note desires to give or take
any action which a holder is entitled to give or take under the Indenture, the
Depositary would authorize the participants holding the relevant beneficial
interests to give or take such action, and such participants would authorize
beneficial owners owning through such participants to give or take such action
or would otherwise act upon the instructions of beneficial owners owning through
them.

The Depositary has advised the Company that the Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Exchange Act. The Depositary was created to hold the
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including the
Underwriters),

S-7
<PAGE> 9

banks, trust companies, clearing corporations, and certain other organizations,
some of whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

Settlement for the Notes will be made in immediately available funds. The
Notes will trade in the Depositary's Same-Day Funds Settlement System until
maturity, and therefore the Depositary will require secondary trading activity
in the Notes to be settled in immediately available funds. Secondary trading in
long-term notes and debentures of corporate issuers is generally settled in
clearing-house or next-day funds. No assurance can be given as to the effect, if
any, of settlement in immediately available funds on trading activity in the
Notes.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the principal amount of the Notes set forth opposite its name below.

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
Goldman, Sachs & Co. ........................................ $
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................
------------
Total........................................................ $
============
</TABLE>

Under the terms and conditions of the Underwriting Agreement and the
Pricing Agreement, the Underwriters are committed to take and pay for all of the
Notes, if any are taken.

The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of % of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
% of the principal amount of the Notes to certain brokers and dealers.
After the Notes are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters.

The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes, but the Underwriters are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Notes.

The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.

The Underwriters have in the past provided, and may in the future provide,
investment banking and other related services to the Company and its affiliates.

LEGAL MATTERS

The legality of the Notes offered hereby will be passed upon for the
Company by Murray Gross, Esq., Vice President, General Counsel and Clerk of the
Company. In addition, certain legal matters relating to the offering of the
Notes will be passed upon for the Company by Hale and Dorr, Boston,
Massachusetts. Certain legal matters will be passed upon for the Underwriters by
Ropes & Gray, Boston, Massachusetts. As of April 2, 1995, Mr. Gross beneficially
owned 77,844 shares (including options to acquire 50,600 shares) of Common Stock
of the Company.

S-8
<PAGE> 10

SUBJECT TO COMPLETION; DATED MAY 30, 1995
PROSPECTUS
$150,000,000

[LOGO EG&G INC.]

DEBT SECURITIES
------------------------

EG&G, Inc. (the "Company" or "EG&G") may offer from time to time unsecured
debt securities ("Debt Securities") consisting of debentures, notes and/or other
evidences of unsecured indebtedness in one or more series, or any combination of
the foregoing, at an aggregate initial public offering price not to exceed
$150,000,000 (or its equivalent if some or all of the Debt Securities are
denominated in one or more foreign currencies or composite currencies), at
prices and on terms to be determined at or prior to the time of sale in light of
market conditions at the time of sale.

Specific terms of the particular series of Debt Securities in respect of
which this Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement, together with the terms of the offering of the Debt
Securities and the initial price and the net proceeds to the Company from the
sale thereof. The Prospectus Supplement will set forth with regard to the
particular series of Debt Securities, without limitation, the following: the
title, aggregate principal amount, ranking, if any, as senior debt or
subordinated debt, authorized denominations (which may be in United States
dollars, in any other currency or in a composite currency), maturity, rate, if
any (which may be fixed or variable), or method of calculation of interest and
dates for payment thereof, any exchangeability, conversion, redemption,
prepayment or sinking fund provisions, the currency or currencies or currency
unit or currency units in which principal, premium, if any, or interest, if any,
is payable, any listing on a securities exchange, any modifications of or
additions to the covenants described in this Prospectus and any other specific
terms in connection with the offering and sale of such series of Debt
Securities. The amounts payable by the Company in respect of Debt Securities may
be calculated by reference to the value, rate or price of one or more specified
commodities, currencies or indices to the extent set forth in the Prospectus
Supplement. The Prospectus Supplement will also contain information, where
applicable, about certain United States federal income tax considerations
relating to the Debt Securities covered by the Prospectus Supplement.

The Company may sell the Debt Securities directly, through agents
designated from time to time, or through underwriters or dealers. Such
underwriters may include Goldman, Sachs & Co. and Merrill Lynch & Co., or may be
a group of underwriters represented by firms including Goldman, Sachs & Co. and
Merrill Lynch & Co. Goldman, Sachs & Co. and Merrill Lynch & Co. may also act as
agents. If any agents of the Company or any underwriters or dealers are involved
in the sale of the Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents, underwriters or dealers, the principal
amounts, if any, to be purchased by them, any applicable commissions and
discounts, and the net proceeds to the Company will be set forth in the
Prospectus Supplement. See "Plan of Distribution" for a discussion of
indemnification arrangements with any such agents, underwriters and dealers.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

The date of this Prospectus is , 1995.
<PAGE> 11

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Company's Common
Stock is listed on the New York Stock Exchange, and reports, proxy and
information statements and other information concerning the Company may also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Debt Securities offered hereby (the "Registration Statement").
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto, as certain parts are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement and to the exhibits relating thereto, which may be
inspected, without charge, at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of which may be obtained from the
Commission at prescribed rates. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

(1) the Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 1995;

(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 2, 1995; and

(3) the Company's two Current Reports on Form 8-K, each dated January
25, 1995.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to May 30, 1995 and
prior to the termination of the offering of the Debt Securities shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Vice President of Investor Relations of the Company, 45
William Street, Wellesley, Massachusetts 02181 (telephone: (617) 237-5100).
------------------------

2
<PAGE> 12
THE COMPANY

As used herein, the "Company" means EG&G, Inc. and its subsidiaries, unless
the context otherwise requires. The principal executive offices of the Company
are located at 45 William Street, Wellesley, Massachusetts 02181 and its
telephone number is (617) 237-5100.

INTRODUCTION

EG&G is a global technology company that produces instruments and
optoelectronic and mechanical components for manufacturers and end users in the
automotive, medical and aerospace industries. The Company also provides
engineering, scientific, environmental and management support services to a
broad range of government and industrial customers.

Over the past ten years, EG&G has undertaken a program to strengthen its
products businesses which serve commercial markets. Important steps in achieving
this goal have been (i) instituting cost reductions, (ii) improving
manufacturing processes and (iii) reengineering sales and distribution systems.
During this period, the Company also has divested certain nonstrategic
operations and has acquired businesses that bring desired technologies, skills
or market access. In 1994, the Company determined not to continue to bid for
management and operations contracts with the U.S. Department of Energy (the
"DOE"). The Company's existing management and operations contracts with the DOE
expire in 1995 and 1996.

<TABLE>
EG&G conducts operations in four industry segments: Technical Services,
Instruments, Mechanical Components and Optoelectronics. The Company's sales and
operating income (loss) from continuing operations for each industry segment and
its general corporate expenses for the last five fiscal years were as follows:

<CAPTION>
FISCAL YEARS ENDED
------------------------------------------------------------------
DECEMBER 30, DECEMBER 29, JANUARY 3, JANUARY 2, JANUARY 1,
1990 1991 1993 1994 1995
------------ ------------ ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
SALES FROM CONTINUING
OPERATIONS:
Technical Services............. $ 522,724 $ 586,537 $ 608,864 $ 636,041 $ 613,588
Instruments.................... 208,263 230,196 226,900 237,223 273,088
Mechanical Components.......... 295,052 295,519 274,199 244,878 232,500
Optoelectronics................ 129,920 146,274 210,118 201,274 213,380
---------- ---------- ---------- ---------- ----------
$1,155,959 $1,258,526 $1,320,081 $1,319,416 $1,332,556
========== ========== ========== ========== ==========
OPERATING INCOME (LOSS) FROM
CONTINUING OPERATIONS:
Technical Services............. $ 46,981 $ 55,601 $ 56,924 $ 68,762 $ 46,075
Instruments.................... 5,756 21,954 16,016 10,413 (49,580)
Mechanical Components.......... 27,175 28,426 21,835 24,408 18,766
Optoelectronics................ 11,116 7,140 3,905 11,474 8,674
General Corporate Expenses..... (23,491) (27,456) (29,895) (27,573) (34,882)
---------- ---------- ---------- ---------- ----------
$ 67,537 $ 85,665 $ 68,785 $ 87,484 $ (10,947)
========== ========== ========== ========== ==========
</TABLE>

The operating loss from continuing operations for the fiscal year ended
January 1, 1995 included a goodwill write-down of $40.3 million and
restructuring charges of $30.4 million. The impact of these nonrecurring charges
on the operating income (loss) of each industry segment and on its general
corporate expenses was as follows: Technical Services -- $1.6 million;
Instruments -- $55.7 million; Mechanical Components -- $2.7 million;
Optoelectronics -- $9.7 million; and General Corporate Expenses -- $1 million.

3
<PAGE> 13

Set forth below is a brief summary of each of the Company's four industry
segments together with a description of certain of the more significant or
recently introduced products, services or operations.

TECHNICAL SERVICES

Through its Technical Services segment, EG&G supplies engineering,
scientific, environmental, management and technical support services to a broad
range of government and industry customers. These services include: analysis and
testing services for the automotive industry; base operations for the National
Aeronautics and Space Administration ("NASA") at the Kennedy Space Center
("KSC"); chemical weapons disposal and classified projects in aviation and
target detection for the U.S. Department of Defense ("DoD"); seized-property
administration for the U.S. Customs Service; technical support for the National
Science Foundation in Antarctica; consulting services in transportation;
physical security services for government agencies; and services and products
for the environmental market. The Company offers services in this segment under
trade names which include Automotive Research, Dynatrend, Structural Kinematics
and Washington Analytical Services Center. In fiscal 1994, this segment
represented 46% of the Company's total sales from continuing operations.

For the automobile, chemical additive and petroleum industries, EG&G
provides automobile durability, performance and emissions testing, and tests
fuels, lubricants and chemical additives. The Company performs automobile
durability and performance testing for all major U.S. and a number of foreign
automobile manufacturers.

As base operations contractor for the KSC, the Company provides
institutional, technical and maintenance support services. In particular, EG&G
manages KSC's 600 buildings, structures and facilities; tests new astronaut
rescue procedures and escape systems; fields a force of 200 uniformed security
personnel and a SWAT team; provides fire protection and medical services;
handles all propellant substances; and manages the shuttle landing facility. The
Company has been the base operations contractor at KSC since 1983 and is
currently in the second year of a four-year contract that has two three-year
renewal options at the discretion of the government.

EG&G's contracts with the DoD fall into two general categories: (i)
traditional defense activities, and (ii) decommissioning. EG&G's traditional
defense activities focus on such strategic areas as research and engineering
analyses in support of DoD advanced development programs. An example of a
decommissioning project is the operation of the U.S. Army's facility for the
disposal of lethal chemical agents and munitions in Tooele, Utah.

The Company also provides engineering and management services in a variety
of fields, including transportation, physical security and property management
for several government agencies. Government clients include the U.S. Departments
of Transportation, State and Treasury, the U.S. Customs Service and the
Environmental Protection Agency.

In 1994, the Company formed EG&G Environmental, Inc., a technology-based
systems integration company, to strengthen EG&G's presence in the environmental
services and systems market.

INSTRUMENTS

EG&G develops and manufactures instruments and systems for applications in
medical and clinical diagnostics; biochemical, medical and life science
research; industrial and pharmaceutical process measurement; environmental
monitoring; gas and oil field applications; airport and industrial security; and
food inspection. Many of these products feature the accurate generation,
detection and measurement of various segments of the electromagnetic spectrum.
EG&G's instruments provide a wide range of measurement capabilities and options
through the use of high-speed signal processing, image enhancement and a broad
utilization of detector technologies. The Company offers products in this
segment under trade names which include Astrophysics, Berthold,

4
<PAGE> 14

Ortec and Wallac. In fiscal 1994, this segment represented 21% of the Company's
total sales from continuing operations.

EG&G high performance bioanalytic and diagnostic instruments are used in
hospitals, clinics and pharmaceutical and medical research facilities. These
instruments are generally based on time-resolved fluorescence and
chemoluminescence technologies that use light measurement to analyze samples.
Because these light measurement technologies do not involve the use of
radioactive material, concerns about sample transport and waste disposal are not
present. Among other things, these instruments are used to screen blood for
thyroid dysfunction, fertility-related disorders, fetal defects and diseases in
newborns, and to detect relapse in patients who have been treated for cancer.
EG&G recently introduced AutoDelfia(R), an automated immunoassay fluorescence
diagnostic system. The Company also sells reagents for use in connection with
certain of these instruments.

Through its Instruments segment, EG&G also produces security screening
systems that employ x-ray technology and various supporting image-enhancing
techniques for non-intrusive inspection of baggage and packages at airport
portals, baggage processing areas, mail rooms, courthouses, schools and
buildings in general. In 1994, EG&G introduced two new security screening
products: the Z-ScanTM and a portable large cargo x-ray screening system. The
Z-Scan uses color images, x-rays and proprietary software to detect explosives,
narcotics or contraband in packages and luggage. The Z-Scan can process up to
1,200 bags an hour. The United Kingdom Department of Transport recently
certified the Z-Scan for detection of drugs and contraband in checked cargo. The
large cargo x-ray screening system allows non-intrusive inspection of boxes,
crates and containers in search of contraband, weapons and explosives. The
Company expects that this system will have applications at border crossings,
ports of entry, warehouses and airports.

EG&G instruments also include process inspection systems that combine x-ray
technology from the Company's Instruments segment and optical components from
the Company's Optoelectronics segment. These systems are used in food processing
and packaging plants to monitor, detect and remove foreign objects from raw and
processed food at various points on the production line. Such systems are also
used to check intravenous-medicine bags and automobile oil filters for leaks,
measure the fat content of meat and detect and separate nonbiodegradable PVCs
from recyclable plastics.

Based on its expertise in nuclear measurements, EG&G produces instruments
to detect, characterize and measure radiation, including a complete line of
radiation-protection measuring systems for laboratories, nuclear facilities and
environmental monitoring. The Company also offers industrial on-line level and
density measuring instruments for process control and measurement of liquids,
slurries or solids in containers, tanks and pipes.

MECHANICAL COMPONENTS

Through its Mechanical Components segment, EG&G produces advanced seals and
bellows products, valves, nozzles, metal ducting, motors and heat management
devices for the petrochemical and chemical processing, transportation, defense
and aerospace markets. The Company offers these products under trade names which
include Pressure Science, Rotron and Sealol. In fiscal 1994, this segment
represented 17% of the Company's total sales from continuing operations.

Products sold in this segment include blower systems, power-conversion
devices and other components for locomotives, transit cars and buses and defense
product applications. Many of these products were first developed by EG&G for
defense-related purposes and are now marketed and sold for commercial
applications.

EG&G also produces mechanical sealing components and systems, which use
welded metal bellows devices pioneered by the Company, for the process
industries. Such industries include pharmaceuticals, food processing, oil
refining and chemical and petrochemical processing. The

5
<PAGE> 15

Company expects that the market for the Company's advanced zero leakage gas
seals will grow as a result of environmental legislation which requires
manufacturers to significantly reduce emissions.

For aerospace applications, EG&G produces valves, advanced sealing
components, aircraft exhaust components and ducting.

OPTOELECTRONICS

Through its Optoelectronics segment, EG&G offers a broad variety of
components that emit and detect light in the spectrum from ultraviolet through
visible to the far infrared. These components range from simple photocells to
sophisticated imaging systems, light sources that include various types of
flashtubes and laser diodes, field instruments for fiber-optics and complex
devices for weapons' trigger systems. Applications include light sensors used in
automotive and commercial electronics, sensors used in smoke detectors and
medical imaging systems, and sophisticated arrays for communications and remote
sensing of the earth. The Company expects to make significant research and
development and capital expenditures in this segment over the next several
years. The Company offers products in this segment under trade names which
include Heimann Optoelectronics, IC Sensors, Reticon and Vactec. In fiscal 1994,
this segment represented 16% of the Company's total sales from continuing
operations.

Products of this segment include detectors of visible and non-visible
light, including high performance silicon photodiodes to detect and measure
light and other optical radiation for space, military, analytical and scientific
instrumentation. Light detectors are also used by the Company to produce a
family of products for fiber-optic cable manufacturing and field installation
and inspection. The Company also makes a wide variety of flashlamps for use in
photocopy and reprographic equipment, photo-typesetting systems, beacons,
indicators and laser systems and accessories. In addition, EG&G manufactures
power supplies for military high frequency electronic applications that are used
primarily for precision controlled switching of electric current in electronic
equipment.

In cooperation with the General Electric Company, EG&G is participating in
development of new technology for x-ray imaging. This technology is intended to
be commercialized for a new generation of electronic x-ray imaging detectors.
The technology is in the early stages of feasibility testing.

Through this segment, EG&G also produces micromachined sensors, which are
small silicon-wafer-based devices that combine a sensing function with
intelligent signal processing. The Company mass produces these micromachined
infrared sensors for consumer, medical and automotive applications and
manufactures high performance micromachined silicon sensors for missile-guidance
systems. In a joint venture, the Company is developing micromachined electronic
accelerometers for consumer and industrial applications.

DISCONTINUED OPERATIONS

Since its founding, the Company has provided services to the DOE and its
predecessor organizations. These services related primarily to nuclear energy
research and nuclear weapons production and testing. As a result of changing
procurement and administrative priorities at the DOE, to continue to provide
these services the Company would have been required to invest significant levels
of capital and accept broader liabilities and lower fees. In view of these
changes, the Company determined that it would not seek renewal of its four
contracts with the DOE and would not seek management and operations contracts at
other DOE sites. Accordingly, the Company is reporting its former DOE Support
segment as discontinued operations. Sales from discontinued operations were
$1.47 billion, $1.38 billion and $1.30 billion in fiscal 1992, fiscal 1993 and
fiscal 1994, respectively, and income from discontinued operations, net of
income taxes, was $39.0 million, $24.9 million and $26.5 million in fiscal 1992,
fiscal 1993 and fiscal 1994, respectively. Sales and income from these
discontinued operations will continue to decrease as the four remaining DOE
contracts expire in 1995 and 1996.

6
<PAGE> 16
USE OF PROCEEDS

The Company intends to use the net proceeds from the sale of the Debt
Securities for general corporate purposes, which may include the purchase of
shares of its Common Stock in open market or negotiated transactions and the
repayment of outstanding indebtedness. More detailed information concerning the
use of the proceeds from any particular offering of the Debt Securities will be
contained in the Prospectus Supplement relating to such offering.

<TABLE>
SUMMARIZED CONSOLIDATED FINANCIAL DATA

The following table sets forth summarized consolidated financial data of
the Company for its three most recent fiscal years. The financial data set forth
below have been derived from the financial statements of the Company, which have
been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their reports with respect thereto. These financial data should be read
in conjunction with, and are qualified by reference to, the consolidated
financial statements and the related notes contained in documents incorporated
by reference in this Prospectus and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included herein.

<CAPTION>
FISCAL YEARS ENDED
----------------------------------------
JANUARY 3, JANUARY 2, JANUARY 1,
1993 1994 1995
---------- ---------- ----------
(IN THOUSANDS WHERE APPLICABLE)
<S> <C> <C> <C>
OPERATIONS:
Sales (from continuing operations)............................................. $1,320,081 $1,319,416 $1,332,556
Operating income (loss) from continuing operations............................. 68,785 87,484 (10,947) (a)
Income (loss) from continuing operations....................................... 48,765 54,622 (32,107)
Income from discontinued operations, net of income taxes....................... 39,014 24,949 26,452
Income (loss) before cumulative effect of accounting changes................... 87,779 79,571 (5,655)
Net income (loss).............................................................. 87,779 59,071(b) (5,655) (d)
Per share:
Income (loss) from continuing operations..................................... .87 .97 (.58)
Income from discontinued operations, net of income taxes..................... .69 .44 .48
Income (loss) before cumulative effect of accounting changes................. 1.56 1.41 (.10)
Net income (loss)............................................................ 1.56 1.05(b) (.10) (d)
FINANCIAL POSITION:
Working capital................................................................ $ 247,518 $ 227,935 $ 199,656
Total assets................................................................... 746,577 764,887 793,129
Total debt..................................................................... 42,223 45,039 60,800
Total long-term liabilities.................................................... 40,827 54,177 65,941
Stockholders' equity........................................................... 473,636 477,534 445,366
Stockholders' equity per share................................................. 8.34 8.51 8.08
Debt/total capital............................................................. 8% 9% 12%
OTHER DATA:
Cash flows from continuing operations.......................................... $ 94,554 $ 76,217 $ 70,341
Cash flows from discontinued operations........................................ 33,253 35,920 25,542
Cash flows from operating activities........................................... 127,807 112,137 95,883
Capital expenditures........................................................... 22,446 27,860 37,277
Depreciation and amortization.................................................. 36,292 37,842 36,790
Cash dividends per common share................................................ .49 .52 .56
Weighted average common shares outstanding..................................... 56,385 56,504 55,271
Ratio of earnings to fixed charges(c).......................................... 5.71x 8.05x --(e)
<FN>
- ---------------
(a) Includes a goodwill write-down of $40.3 million and restructuring charges of
$30.4 million.

(b) Includes one-time after-tax charges of $20.5 million, or $.36 per share, due
to the Company's adoption of SFAS Nos. 106 and 109.

(c) Computed by dividing income from continuing operations before income taxes
and fixed charges and as adjusted for certain equity method investments, by
fixed charges. Fixed charges consist of interest on all indebtedness
(including capital lease obligations), amortization of debt expenses, and
the percentage of rental expense of operating leases which is deemed
representative of the interest factor. The ratio of earnings to fixed
charges for the fiscal years ended December 30, 1990 and December 29, 1991
was 5.06x and 6.45x, respectively.

(d) Excluding the effect of the nonrecurring items described in (a), net income
would have been $58.3 million, or $1.06 per share.

(e) The deficiency of earnings to cover fixed charges for the fiscal year ended
January 1, 1995 was $17.4 million. Excluding the effect of the nonrecurring
items described in (a), the ratio of earnings to fixed charges would have
been 5.50x.
</TABLE>
7
<PAGE> 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The discussion that follows is a summary analysis of the major changes by
industry segment.

1994 COMPARED TO 1993

During the third quarter of 1994, three significant events occurred that
have a material effect on both the current financial results and the expected
future performance of the Company. First, the Company decided not to seek
renewal of its remaining four DOE contracts, although it intends to continue to
meet its obligations under the terms and conditions of the present contracts.
The Company will not compete for management and operations contracts at other
DOE facilities. Accordingly, the Company is reporting the former DOE Support
segment as discontinued operations for all periods presented in the Consolidated
Financial Statements incorporated herein by reference. Second, management
completed its review of the remaining operating segments' performance and
developed a plan to reposition these businesses to attain the Company's business
goals. The plan resulted in restructuring charges of $30.4 million in the third
quarter. Finally, the decline in the financial results of certain operating
elements within the Instruments segment, together with a strategic and
operational review of these operations, resulted in an evaluation of the related
goodwill for possible impairment. This evaluation resulted in a write-down of
goodwill of $39.2 million and a reduction in the estimated remaining useful life
of unamortized goodwill from 36 to 16 years. The Company also wrote off $1.1
million of a small Optoelectronics unit's goodwill. Additional information
related to these events is discussed below and in Notes 5, 8, and 10 to the
Consolidated Financial Statements incorporated herein by reference.

SALES FROM CONTINUING OPERATIONS

Sales from continuing operations for 1994 were $1,333 million, $13 million
higher than 1993 sales.

Technical Services: The $22 million decline resulted primarily from the
$32 million reduction in program expenditures under the new base operations
contract at the KSC. In addition, automotive testing sales declined $8 million
to more normal levels following increases in 1993 caused by the introduction of
new testing protocols. Partially offsetting these decreases were increased
billings of $21 million from the DoD chemical weapons disposal contract as it
moves into its testing phase.

Instruments: The $36 million increase resulted primarily from $31 million
of sales of Wallac, acquired late in the second quarter of 1993, and a $12
million increase in airport security product sales. These increases were
partially offset by a $4 million sales decrease in other businesses. These
businesses are to be sold under the repositioning plan and contributed sales of
$16 million in 1994.

Mechanical Components: The $12 million decrease was primarily due to the
absence of sales of an operation divested late in 1993.

Optoelectronics: The $12 million increase was due primarily to higher
shipments of flash products of $20 million, and $5 million of sales of IC
Sensors, acquired at the end of the third quarter. Partially offsetting the
increases was the absence of $5 million of sales from an operation divested late
in 1993 and a $4 million decrease in sales on a government contract that ended
in September 1994.

OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS

The operating loss from continuing operations in 1994 was $10.9 million,
compared to income of $87.5 million in 1993. The loss from continuing operations
included the $40.3 million write-down

8
<PAGE> 18

of goodwill and restructuring charges of $30.4 million resulting from
management's repositioning plan. The Wallac and IC Sensors acquisitions were the
main contributors to the $3.9 million increase in research and development
expenses. The $13.4 million increase in selling, general and administrative
expenses resulted mainly from Wallac and increased corporate expenses, offset by
cost reductions in the Instruments segment and the absence of expenses of
operations divested in 1993.

Restructuring Charges: During the third quarter of 1994, management
completed its review of the operating segments and developed a plan to
reposition these businesses to attain the Company's business goals. The plan
resulted in pre-tax restructuring charges of $30.4 million. The principal
actions in the repositioning plan include reduction of excess manufacturing
capacity, changes in distribution channels, consolidation and re-engineering of
support infrastructure, disposal of under-utilized assets, withdrawal from
certain unprofitable product lines, disposal of excess property and general cost
reductions. The repositioning plan will result in the termination of the jobs of
approximately 1,000 non-DOE employees; the net workforce reduction will be
approximately 800 non-DOE employees. The reduction through January 1, 1995 was
200 employees. These combined actions are expected to result in pre-tax savings
of approximately $17 million in 1995 and annualized pre-tax savings of
approximately $30 million starting in 1996. The major components of the
restructuring charges were $21 million of employee separation costs, $4.9
million of noncash charges to dispose of certain product lines and assets
through sale or abandonment and $4.5 million of charges to terminate lease and
other contractual obligations no longer required as a result of the
repositioning plan. The charges do not include additional costs associated with
the repositioning plan, such as voluntary early retirement programs, training,
consulting, purchases of equipment and relocation of employees and equipment.
These costs will be charged to operations or capitalized, as appropriate, when
incurred. The implementation of this plan commenced during the second half of
1994 with a cash outlay of $4 million for termination costs; $21.5 million of
additional cash outlays will occur, mainly in 1995.

Technical Services: The $22.7 million decrease resulted primarily from
reductions in the automotive testing business due to the $4.7 million impact of
lower sales and, to a lesser extent, from increased costs. A reduction at the
KSC of $5.1 million was due to the lower fee on the new base operations
contract. In addition, a $3.3 million decrease resulted from unfavorable 1994
contract adjustments compared to favorable 1993 contract settlements.
Restructuring charges of $1.6 million and early retirement costs also
contributed to the decrease. The repositioning plan is not expected to have a
significant direct impact on future results in this segment since cost
reductions primarily relate to operations with cost reimbursable contracts.
However, the Company does expect to be more competitive in bidding for future
procurements as a result of cost reductions.

Instruments: The Instruments loss of $49.6 million resulted primarily from
a goodwill write-down of $39.2 million related to the Berthold business acquired
in 1989, and restructuring charges of $16.5 million. The remainder of the
decrease resulted from costs associated with delays in the introduction of new
diagnostic products, the impact that the strengthening of the Finnish markka had
on Wallac's results, higher royalty expense and expenses related to the
closedown of a research and development project. Partially offsetting these
decreases were $2.5 million of cost reductions in the nuclear business. The
repositioning plan is expected to result in annualized cost reductions of
approximately $13 million starting in 1996.

Mechanical Components: The decrease of $5.6 million resulted from $2.7
million of restructuring charges, a provision for environmental remediation
costs of $1.3 million and increased start-up costs for the transportation
element of the electromechanical business. The repositioning plan is expected to
result in annualized cost savings of approximately $3 million starting in 1996.

Optoelectronics: Profits resulting from higher flash product shipments and
the continued benefit of cost reductions implemented in 1993 were offset by $8.6
million of restructuring charges and, to a lesser extent, the impact of lower
sales on a government contract. In addition, the results reflected a $1.1
million write-off of a small unit's goodwill. The repositioning plan is expected
to

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<PAGE> 19

result in annual cost savings of approximately $7 million starting in 1996.
However, the Company anticipates future increases in research and development
expenses and capital expenditures to support product development initiatives in
this segment.

General Corporate Expenses: The increase was due to $1 million of
restructuring charges, $1 million of consulting costs that were associated with
the repositioning plan, $1 million of separation costs incurred during the first
six months of the year plus general cost increases. The repositioning plan is
expected to result in annual savings of $7 million in Corporate and other
expenses starting in 1996.

Other: The net change in other income (expense) was due to the write-down
in the third quarter of certain investments by $1.8 million to their realizable
value as the result of the decision to restructure associated operations and to
liquidate the Company's position in investments no longer consistent with its
strategic direction. During the fourth quarter, the Company wrote down certain
investments by $2.7 million due to a reduction in their expected realizable
value based upon the deterioration in the financial condition of the
company/partnership.

The 1994 tax provision and effective rate for continuing operations were
significantly impacted by the goodwill write-down and the restructuring charges.
The Company has not recorded any tax benefit from the goodwill write-down and
approximately $11 million of the restructuring charges because these charges,
while tax deductible, will be incurred in tax jurisdictions where the Company
has existing operating loss carryforwards. At the present time, the Company
believes that it is more likely than not that these benefits will not be
realized.

In 1994, the Company increased its discount rates for employee benefit
plans as a result of the increase in long-term interest rates. The effects of
the higher discount rates were partially offset by an increase in the assumption
for compensation increases. The net result of these changes will not materially
affect the Company's results of operations.

Effective January 2, 1995, the Company will change its method of
depreciation for certain classes of plant and equipment from an accelerated
method to the straight-line method. The Company believes that the straight-line
method will more appropriately reflect the timing of the future economic
benefits to be received from these assets, which consist mainly of manufacturing
equipment.

Discontinued Operations: During the third quarter of 1994, the Company
announced a plan to exit the DOE business and decided not to seek renewal of its
remaining four DOE contracts, although it intends to continue to meet its
obligations under the terms and conditions of the present contracts. The Company
will not compete for management and operations contracts at other DOE
facilities. Accordingly, the Company is reporting the former DOE Support segment
as discontinued operations for all periods presented in the Consolidated
Financial Statements incorporated herein by reference. The Company's contract to
manage the Idaho National Engineering Laboratory expired September 30, 1994 and
contributed $240 million of sales and $7.3 million of operating income to
discontinued operations in 1994.

The Company's remaining management and operations contracts with the DOE
have terms expiring as follows:

Reynolds Electrical and Engineering Co., Inc. -- December 31, 1995
EG&G Energy Measurements, Inc. -- December 31, 1995
EG&G Rocky Flats, Inc. -- December 31, 1995
EG&G Mound Applied Technologies, Inc. -- September 30, 1996

Expiration dates may be modified by the DOE in accordance with contract
terms. The DOE has notified the Company of its intention to expedite the
procurement and award of the Rocky Flats contract, which is expected to result
in termination of the Company's contract on or about June 30, 1995.

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<PAGE> 20

Income from discontinued operations, net of income taxes, was $1.5 million
above the 1993 level. The increase resulted from a cost/productivity improvement
fee of $7.3 million earned at Rocky Flats offset partially by a fee reduction
reflecting the expiration of the Idaho contract in September 1994. Future sales
and income from discontinued operations will decrease as the remaining DOE
contracts expire in 1995 and 1996 and are dependent upon work scopes and fee
pools negotiated annually that are currently under review by the DOE.

Environmental: The Company is conducting a number of environmental
investigations and remedial actions at current and former Company locations and,
along with other companies, has been named a potentially responsible party for
certain waste disposal sites. The Company accrues for environmental issues in
the accounting period that the Company's responsibility is established and when
the cost can be reasonably estimated. As of January 1, 1995, the Company had an
accrual of $2.4 million to reflect its estimated liability for environmental
remediation. As assessments and remediation activities progress at each
individual site, these liabilities are reviewed to reflect additional
information as it becomes available. There have been no environmental problems
to date that had or are expected to have a material effect on the Company's
financial position or results of operations. While it is reasonably possible
that a material loss exceeding the amounts recorded may have been incurred, the
preliminary stages of the investigations make it impossible for the Company to
reasonably estimate the range of potential exposure.

1993 COMPARED TO 1992

SALES FROM CONTINUING OPERATIONS

Sales of $1,319 million for 1993 were level with 1992 sales.

Technical Services: The $27 million increase resulted from an increase of
$24 million in automotive testing services caused primarily by the introduction
of new industry testing protocols, partially offset by a $10 million reduction
in contract billings at the KSC.

Instruments: The $10 million increase resulted from the $43 million of
sales of Wallac, acquired in June 1993, partially offset by reduced scientific,
industrial and security instruments sales reflecting sluggish market conditions,
lower foreign exchange rates and large orders shipped in 1992.

Mechanical Components: The $29 million decrease was attributable to a $21
million reduction in aerospace sales due primarily to continued softness in this
market and, to a lesser extent, the divestiture of two operations.

Optoelectronics: The $9 million decrease was due mainly to the completion
of several programs in 1992, partially offset by the sales of Heimann
Optoelectronics, which was acquired early in the second quarter of 1992.

OPERATING INCOME FROM CONTINUING OPERATIONS

Operating income from continuing operations was $87.5 million in 1993, a
27% increase over 1992.

Technical Services: The $11.8 million increase was due primarily to higher
sales and improved margins in the automotive testing services business. In
October 1993, the Company was selected by NASA to continue as the base
operations contractor at the KSC. The contract has a potential term of 10 years,
including options, contains reductions in contract value and has resulted in
reductions in the annual fee.

Instruments: The $5.6 million decrease resulted from lower sales of
scientific, industrial and security instruments partially offset by the income
associated with the Wallac acquisition.

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<PAGE> 21

Mechanical Components: Improved profitability resulting from cost
reduction programs in the industrial sealing and electromechanical businesses
more than offset the impact of lower aerospace sales, generating a $2.6 million
increase.

Optoelectronics: The $7.6 million increase was due to improved
profitability as a result of cost reductions at Heimann Optoelectronics. The
1992 results included a charge of $6.3 million for the write-down of the net
assets of two businesses to their estimated disposal value.

General Corporate Expenses: The $2.3 million decrease was due to the
absence of corporate management incentives in 1993.

Other: The net change in other income (expense) was an increase in income
of $3.1 million. This was primarily due to gains on investments. The 1993
effective tax rate of 38.3% for continuing operations was higher than the 26.9%
in 1992 primarily because the 1992 rate reflected a favorable adjustment of
prior estimated tax liabilities and the tax benefit resulting from the sale of
an investment in a hydroelectric power plant.

The Company reduced its discount rate for employee benefit plans in 1993 as
a result of the decrease in long-term interest rates. The effects of the lower
discount rates were partially offset by corresponding reductions in assumptions
for compensation increases and health care cost trend rates.

Discontinued Operations: The $14.1 million decrease in income from
discontinued operations, net of income taxes, was primarily attributable to
Rocky Flat's lower grades and a reduction of available fee pool. In addition,
1992 results included a favorable profit adjustment due to higher than
anticipated performance grades at year-end 1991. Lower grades on the Idaho
contract also contributed, to a lesser extent, to the decrease.

Accounting Changes: During the first quarter of 1993, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 106 on accounting for
post-retirement benefits other than pensions for its U.S. retiree health
benefits and SFAS No. 109 on accounting for income taxes. The adoption of SFAS
No. 106 resulted in an after-tax charge of $13.2 million ($.23 per share) while
the charge for SFAS No. 109 was $7.3 million ($.13 per share). See Notes 12 and
13 to the Consolidated Financial Statements incorporated herein by reference for
additional disclosures.

FINANCIAL CONDITION

The Company's cash and cash equivalents decreased $5.8 million in 1994
while commercial paper borrowings increased $14.9 million. Net cash provided by
operating activities was $95.9 million in 1994, $112.1 million in 1993 and
$127.8 million in 1992. The net cash provided by discontinued operations in 1994
was lower than in 1993 due to a $10.1 million reduction in receivables in 1993,
which did not occur in 1994. The net cash provided by continuing operations was
lower in 1994 reflecting lower earnings, partially offset by a net reduction in
working capital. The net cash provided was principally used for capital
expenditures, acquisitions, cash dividends and in 1994 and 1993, for stock
repurchases in excess of proceeds from issuing stock. In 1994, lower purchases
of common stock and proceeds from issuing common stock were due to the
termination of an employee stock purchase plan in 1993.

The implementation of the repositioning plan commenced during 1994 with a
cash outlay of $4 million for termination costs with future cash outlays of
$21.5 million, mainly in 1995. Additional cash outlays of approximately $10
million will be required to support the repositioning plan in 1995. Proceeds
from asset dispositions, the liquidation of certain investments and pre-tax
repositioning savings in 1995 are anticipated to result in neutral or slightly
positive net cash flows from the repositioning plan by the end of 1995. The
repositioning plan is expected to improve annual cash flow by an estimated $20
million starting in 1996. In addition, the Company has implemented an aggressive
working capital reduction program.

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<PAGE> 22

Discontinued operations generated cash of $25.5 million in 1994. Future
cash flows from discontinued operations will decrease due to the expiration of
the Idaho contract in 1994 and the expiration of the remaining DOE contracts in
1995 and 1996.

Capital expenditures were $37.3 million in 1994, an increase of $9.4
million over the 1993 level, and are expected to exceed $80 million in 1995.
These increases support new product development initiatives, primarily in the
Optoelectronics segment. In the fourth quarter of 1993, the Board of Directors
authorized the purchase of up to a total of 5.5 million shares of the Company's
common stock through periodic purchases on the open market. The Company has
purchased 2.2 million shares under this program as of January 1, 1995, including
1.1 million shares purchased in the first quarter of 1994 at a cost of $19.1
million. No shares were purchased under the program during the last nine months
of 1994. On January 25, 1995, the Board of Directors authorized the purchase of
an additional 10 million shares. As a result, the Company had authorization as
of January 25, 1995 to purchase a total of 13.3 million shares. The Company will
finance these activities with a combination of short-term and long-term debt and
cash flows from operations. The Company believes it can take these actions and
maintain its product development and growth strategies.

The Company's credit facilities consist of a $175 million, 364-day
facility, which expires in March 1996, and a $75 million, three-year facility
which expires in March 1998. These agreements serve as backup facilities for
commercial paper borrowing by the Company, which has been its principal source
of debt financing. The Company did not draw down either of these credit
facilities during 1994.

The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company uses forward
exchange contracts to hedge certain foreign commitments and transactions
denominated in foreign currencies. The contract amount of forward exchange
contracts was $24.5 million as of January 1, 1995. The terms range from one to
three months, corresponding with expected collections or payments. There are no
cash requirements until maturity. Credit risk is minimal as the contracts are
with very large banks; any market risk is offset by the exposure on the
underlying hedged items. Gains and losses on forward contracts are deferred and
offset against foreign exchange gains and losses on the underlying hedged items.

DIVIDENDS

In January 1995, the Board of Directors declared a regular quarterly cash
dividend of 14 cents per share, resulting in an annual rate of 56 cents per
share for 1995. EG&G has paid cash dividends, without interruption, for 30 years
and continues to retain what management believes to be sufficient earnings to
support the funding requirements of its planned growth.

DESCRIPTION OF DEBT SECURITIES

The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement (the "Offered Debt Securities") and the extent, if any, to
which such general provisions may apply to the Debt Securities so offered will
be described in the Prospectus Supplement or Prospectus Supplements relating to
such Offered Debt Securities.

The Offered Debt Securities are to be issued under an Indenture dated as of
, 1995, as amended and supplemented form time to time
(collectively, the "Indenture"), between the Company and The First National Bank
of Boston, as Trustee (the "Trustee"). A copy of the Indenture is filed as an
exhibit to the Registration Statement. The following summaries of certain
provisions of the Debt Securities and the Indenture do not purport to be
complete and are subject to,

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<PAGE> 23

and are qualified in their entirety by reference to, all the provisions of the
Indenture, including the definition therein of certain terms. Section numbers
below refer to provisions of the Indenture.

GENERAL

The Debt Securities will be unsecured obligations of the Company.

The Indenture provides that the Company may establish the following terms
with respect to a particular series of Offered Debt Securities: (i) the title of
the Offered Debt Securities; (ii) any limit on the aggregate principal amount of
the Offered Debt Securities; (iii) the Person to whom any interest on an Offered
Debt Security shall be payable, if other than the registered holder; (iv) the
date or dates on which principal of the Offered Debt Securities is payable; (v)
the price (expressed as a percentage of the aggregate principal amount thereof)
at which the Offered Debt Securities will be issued; (vi) the date or dates on
which the Offered Debt Securities will mature; (vii) the rate or rates (which
may be fixed or variable) at which the Offered Debt Securities will bear
interest, if any; (viii) the date from which such interest, if any, will be
payable, the date on which payment of such interest, if any, will commence and
the Regular Record Dates for such Interest Payment Dates, if any; (ix) the place
or places where the principal of and any premium or interest on the Offered Debt
Securities shall be payable; (x) the dates, if any, on which the price or prices
at which the Offered Debt Securities will, pursuant to any mandatory sinking
fund provisions, or may, pursuant to any optional sinking fund provisions, be
redeemed by the Company, and the other detailed terms and provisions of any such
sinking fund; (xi) the date, if any, after which the price or prices at which
the Offered Debt Securities may, pursuant to any optional redemption provisions,
be redeemed at the option of the Company or of the Holder thereof and the other
detailed terms and provisions of such optional redemption; (xii) the
denominations if other than denominations of $1,000 and integral multiples
thereof in which the Offered Debt Securities shall be issuable; (xiii) the
currency or currencies of denomination and payment and the manner for
determining the outstanding amount of such Offered Debt Securities; (xiv) if the
currency or currencies of payment are at the Company's or Holder's election, the
manner in which such election may be made; (xv) if the amount of payments of
principal or any premium or interest on the Offered Debt Securities may be
determined with reference to an index, the manner in which such amounts shall be
determined; (xvi) if other than the principal amount thereof, the portion of the
principal amount of the Offered Debt Securities which shall be payable upon
acceleration of the maturity of such Offered Debt Securities; (xvii) the
application of defeasance provisions to the Offered Debt Securities and the
terms and provisions under which the Company may substitute money or U.S.
Government Obligations previously deposited pursuant to the terms of the
Indenture; (xviii) any additional restrictive covenants included for the benefit
of Holders of the Offered Debt Securities and any deletions or other changes to
the provisions of sections 801, 1006, 1007 and 1008 of the Indenture; (xix) any
additional Events of Default provided with respect to the Offered Debt
Securities and any deletions or other changes to the Events of Default contained
in the Indenture; (xx) whether the Offered Debt Securities will be issued in
whole or in part in the form of one or more Global Securities and, if so, the
Depositary for such Global Securities; and (xxi) any other terms of the Offered
Debt Securities. (Section 301)

Principal, premium, if any, and interest, if any, will be payable, and the
Debt Securities will be transferable, at the Place of Payment designated for
such Debt Securities, provided that payment of interest may, at the option of
the Company, be made by check mailed to the address of the Person entitled
thereto as it appears in the Security Register. (Section 1001, 1002)

The Debt Securities will be issued only in fully registered form, without
coupons, and, unless otherwise indicated in the Prospectus Supplement or
Prospectus Supplements relating thereto, in denominations of $1,000 or any
integral multiple thereof. (Section 302) No service charge will be made for any
registration of transfer or exchange of the Offered Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 305)

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<PAGE> 24

Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement or Prospectus Supplements relating
thereto. "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof. (Section 101)

The Debt Securities are obligations exclusively of the Company. Because the
operations of the Company are currently conducted primarily through
subsidiaries, the cash flow and the consequent ability to service debt of the
Company, including the Debt Securities, are dependent upon the earnings of its
subsidiaries and the distribution of those earnings to the Company or upon loans
or other payments of funds by those subsidiaries to the Company. Although the
Company exerts control over its subsidiaries as the ultimate parent entity of
each subsidiary, there can be no assurance that legal constraints or other
considerations will permit the Company's subsidiaries to make available to the
Company sufficient funds to satisfy the Company's payment obligations on the
Debt Securities. In addition, the Debt Securities will be effectively
subordinated to all liabilities, including trade payables, of the Company's
subsidiaries. Any right of the Company to receive assets of any of its
subsidiaries upon the liquidation or reorganization of the subsidiary (and the
consequent right of the holders of the Debt Securities to participate in those
assets) will be effectively subordinated to the claims of that subsidiary's
creditors (including trade creditors), except to the extent that the Company is
itself recognized as a creditor of such subsidiary.

Unless otherwise indicated in the Prospectus Supplement relating to the
Offered Debt Securities, the covenants contained in the Indenture and the
Offered Debt Securities would not necessarily afford Holders of the Offered Debt
Securities protection in the event of a highly leveraged or other transaction
involving the Company that may adversely affect Holders.

RESTRICTED AND UNRESTRICTED SUBSIDIARIES

The various restrictive provisions of the Indenture applicable to the
Company and its Restricted Subsidiaries do not apply to Unrestricted
Subsidiaries. The assets and indebtedness of Unrestricted Subsidiaries are not
consolidated with those of the Company and its Restricted Subsidiaries in
calculating Consolidated Net Tangible Assets under the Indenture and investments
by the Company or by its Restricted Subsidiaries in Unrestricted Subsidiaries
are excluded in computing Consolidated Net Tangible Assets. "Unrestricted
Subsidiaries" are those Subsidiaries which are designated as Unrestricted
Subsidiaries by the Board of Directors from time to time pursuant to the
Indenture (in each case, unless and until designated as Restricted Subsidiaries
by the Board of Directors pursuant to the Indenture) and any Subsidiary a
majority of the voting stock of which is owned by Unrestricted Subsidiaries.
"Restricted Subsidiaries" are all Subsidiaries other than Unrestricted
Subsidiaries. A "Wholly-owned Restricted Subsidiary" is a Restricted Subsidiary
all of the capital stock of which (except directors' qualifying shares) is owned
by the Company and its other Wholly-owned Restricted Subsidiaries. (Section 101)

An Unrestricted Subsidiary may not be designated a Restricted Subsidiary
unless the Company would be permitted immediately thereafter to incur additional
Secured Funded Debt under the terms of the Indenture. (Section 1008)

RESTRICTIONS ON SECURED FUNDED DEBT

The Company may not, and may not permit any Restricted Subsidiary to,
issue, assume, guarantee, incur or create any Secured Funded Debt without first
making effective provision whereby the Debt Securities having the benefit of the
restrictions on Secured Funded Debt shall be secured equally and ratably with
(or prior to) such Secured Funded Debt. The foregoing restriction does not
prevent (i) Secured Funded Debt of the Company or of a Restricted Subsidiary
owing to the Company or another Restricted Subsidiary, (ii) Secured Funded Debt
resulting from a Lien on

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<PAGE> 25

property of the Company or any Restricted Subsidiary in favor of the United
States or any state or any instrumentality thereof to secure partial, progress,
advance or other payments, (iii) Secured Funded Debt secured by a Lien on
property of, or on any shares of stock or indebtedness of, any Person at the
time it becomes a Restricted Subsidiary, (iv) Secured Funded Debt secured by a
Lien on property, shares of stock or indebtedness existing at or incurred within
120 days of the time of acquisition (including acquisition through merger or
consolidation) or lease thereof, (v) Secured Funded Debt secured by a Lien
incurred or assumed in connection with an issuance of revenue bonds the interest
on which is exempt from federal income tax pursuant to Section 103(a) and
related sections of the Internal Revenue Code of 1986, as amended, (vi) as to
any series of Offered Debt Securities, any Secured Funded Debt existing on the
date of issuance of the series, (vii) Secured Funded Debt secured by a Lien on
property of a corporation existing at the time such corporation is merged or
consolidated with the Company or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of a corporation as an
entirety or substantially as an entirety to the Company or a Restricted
Subsidiary, (viii) Secured Funded Debt incurred to purchase inventory, equipment
or other property acquired or held by the Company or any Restricted Subsidiary
that is secured by a lien on the property so acquired or to construct or improve
any property of the Company or any Restricted Subsidiary, (ix) Secured Funded
Debt if immediately after its incurrence the sum of the aggregate amount of all
outstanding Secured Funded Debt of the Company and its Restricted Subsidiaries
incurred under this clause (ix) together with all Attributable Debt of the
Company and its Restricted Subsidiaries in respect of Sale and Leaseback
Transactions does not exceed 10% of Consolidated Net Tangible Assets, and (x)
any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any Secured Funded Debt described above.
(Section 1006)

"Secured Funded Debt" means Funded Debt which is secured by a Lien upon any
assets of the Company or a Restricted Subsidiary. (Section 101)

"Funded Debt" means indebtedness of the Company or any Restricted
Subsidiary for borrowed money maturing more than 12 months after the time of
computation thereof, guaranties of indebtedness for borrowed money maturing more
than 12 months after the time of computation thereof of any other Person (except
guaranties in connection with the sale or discount of accounts receivable, trade
acceptances and other instruments arising in the ordinary course of business)
and indebtedness for borrowed money maturing more than 12 months after the time
of computation thereof secured by a Lien on property of the Company or any
Restricted Subsidiary, whether or not assumed by the Company or such Restricted
Subsidiary. Funded Debt does not include any amount in respect of obligations
under leases (or guaranties thereof), including Attributable Debt, or any
accrued liabilities with respect to any pension plans or post-retirement medical
plans, whether or not any such obligations would be included as liabilities on a
consolidated balance sheet of the Company and its Restricted Subsidiaries.
(Section 101)

"Attributable Debt" means, with respect to any Sale and Leaseback
Transaction (as defined below), (i) the balance sheet liability amount of any
capital lease entered into pursuant to such Sale and Leaseback Transaction
determined under generally accepted accounting principles, plus (ii) the present
value at the time of determination of (a) the amount of future minimum lease
payments under any operating lease entered into pursuant to such Sale and
Leaseback Transaction required to be disclosed by generally accepted accounting
principles, less (b) any amounts required to be paid on account of maintenance
and repairs, insurance, taxes, assessments, water rates and similar charges,
calculated using a discount rate equivalent to the Company's weighted average
cost of funds for borrowed money at the time of the commencement of each such
operating lease. (Section 101)

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<PAGE> 26

respect of obligations under leases (or guaranties thereof), which under
generally accepted accounting principles would be included on such balance
sheet, but excluding Funded Debt, accrued long-term liabilities with respect to
any pension plans or post-retirement medical plans, capital stock and surplus,
surplus reserves and provisions for deferred income taxes, and (ii) goodwill,
tradenames, trademarks, patents, unamortized debt discount and expense and other
intangible items. (Section 101)

"Lien" means any mortgage, pledge, lien, encumbrance, charge or security
agreement.

RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS

Neither the Company nor any Restricted Subsidiary may enter into any Sale
and Leaseback Transaction involving any Principal Property unless (a) the
Company or such Restricted Subsidiary could create Secured Funded Debt on such
property pursuant to Section 1006 (see "Restriction on Secured Funded Debt"
above) in an amount at least equal to the Attributable Debt with respect to the
Sale and Leaseback Transaction without equally and ratably securing the Debt
Securities or (b) the Company, within 120 days, applies to the retirement of its
Secured Funded Debt an amount equal to the greater of (i) the net proceeds of
the sale of the Principal Property leased pursuant to such arrangement or (ii)
the fair value, as determined by the Company, of the Principal Property at the
time of the Sale and Leaseback Transaction. "Sale and Leaseback Transaction"
means any arrangement with any Person pursuant to which the Company or any
Restricted Subsidiary sells or transfers any Principal Property more than 120
days after the acquisition thereof or, if later, the completion of construction
and commencement of full operations thereof, to such Person and leases from such
Person the Principal Property so sold or transferred, other than a transaction
(a) between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries, or (b) involving the taking back of a lease for a period for three
years or less. (Section 101) "Principal Property" is defined as any real
property of the Company or any Restricted Subsidiary, and any equipment located
at or comprising a part of any such property, having a net book value, as of the
date of determination, in excess of the greater of $20,000,000 and 5% of
Consolidated Net Tangible Assets of the Company. (Section 101)

RESTRICTIONS ON MERGER AND SALE OF ASSETS

The Company may not consolidate with or merge into any other Person, or
transfer all or substantially all of its properties and assets to another Person
or group of affiliated Persons, unless (i) either the Company shall be the
continuing corporation or the Person formed by or resulting from any such
consolidation or into which the Company is merged or which shall have received
the transfer of such properties and assets) shall be a corporation, partnership
or trust organized and validly existing under the laws of the United States or
any state thereof or the District of Columbia, and shall expressly assume all
obligations of the Company under the Indenture and the Debt Securities and the
performance and observance of the covenants of the Indenture, (ii) immediately
after giving effect to such transaction and the assumption of the Debt
Securities, no Event of Default and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing, and (iii) except in the case of a merger or consolidation of the
Company and a Restricted Subsidiary, either (a) the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
shall have consented thereto or (b) immediately thereafter, under the terms of
Section 1006(9) of the Indenture, the successor corporation would be permitted
to incur at least $1.00 of Secured Funded Debt without first making effective
provision whereby the Debt Securities shall be secured equally and ratably with
(or prior to) such Secured Funded Debt. (Section 801)

The Holders of at least a majority in principal amount of the Outstanding
Debt Securities of any series may on behalf of the Holders of the Debt
Securities of that series waive, insofar as that series is concerned, compliance
by the Company with certain restrictive provisions of the Indenture. (Section
1009)

17
<PAGE> 27

EVENTS OF DEFAULT

The Indenture defines an Event of Default with respect to any series of
Debt Securities as being any one of the following events: (i) default in any
payment of interest on such series, and the continuance of such default for a
period of 30 days; (ii) default in any payment of principal of (or premium, if
any, on) such series when due; (iii) default in the deposit of any sinking fund
payment with respect to such series when due; (iv) default for 90 days after
appropriate notice in performance, or breach, of any other covenant or warranty
in the Indenture (other than a covenant or warranty included in the Indenture
solely for the benefit of a series of Debt Securities other than that series);
(v) default under any bond, debenture, note or other evidence of indebtedness
for money borrowed by the Company (including a default with respect to Debt
Securities other than that series) or under any mortgage, indenture or
instrument under which any such indebtedness is issued or secured (including the
Indenture), which default results in indebtedness in excess of $15,000,000 in
aggregate principal amount becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable, without such
acceleration having been annulled or rescinded (or if such indebtedness is not
discharged) within 20 days after written notice as provided in the Indenture;
(vi) certain events of bankruptcy, insolvency or reorganization; or (vii) any
other Event of Default provided with respect to Debt Securities of that series.
(Section 501) In case an Event of Default shall occur and be continuing with
respect to any series of Debt Securities, the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Debt Securities of that series
may declare the principal amount of such series (or, if the Debt Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) to be due and
payable. (Section 502) Any Event of Default with respect to a particular series
of Debt Securities may be waived by the Holders of a majority in principal
amount of the Outstanding Debt Securities of such series, except (a) in each
case a failure to pay principal of, premium, if any, or interest on such Debt
Security or (b) in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of that series affected. (Section 513)

Reference is made to the Prospectus Supplement or Prospectus Supplements
relating to each series of Offered Debt Securities which are Original Issue
Discount Securities for the particular provisions relating to acceleration of
the Maturity of a portion of the principal amount of such Original Issue
Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.

The Indenture requires the Company to file annually with the Trustee an
Officers' Certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 1004) The Indenture provides that the Trustee may
withhold notice to the Holders of the Debt Securities of any default (except in
payment of principal, premium, if any, or interest or any sinking fund
installment) if it considers it in the interest of the Holders of the Debt
Securities to do so. (Section 602)

Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Indenture
provides that the Trustee shall be under no obligation to exercise any of its
rights or powers under the Indenture at the request, order or direction of the
Holders of the Debt Securities unless such Holders shall have offered to the
Trustee reasonable indemnity. (Section 603) Subject to such provisions for
indemnification and certain other rights of the Trustee, the Indenture provides
that the Holders of a majority in principal amount of the Outstanding Debt
Securities of any series affected shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Debt Securities of such series. (Section 512)

No Holder of any Debt Security of any series will have any right to
institute any proceedings with respect to the Indenture or for the appointment
of a receiver or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default

18
<PAGE> 28

with respect to Debt Securities of that series and unless also the Holders of at
least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series shall have made written request, and offered reasonable indemnity,
to the Trustee to institute such proceedings as trustee, the Trustee shall have
failed to institute such proceedings within 60 days thereafter and the Trustee
shall not have received during such 60-day period from the Holders of a majority
in principal amount of the Outstanding Debt Securities of that series a
direction inconsistent with such request. (Section 507) However, the Holder of
any Debt Security will have an absolute right to receive payment of the
principal of, premium, if any, and interest on such Debt Security on or after
the due dates expressed in such Debt Security and to institute suit for the
enforcement of any such payment. (Section 508)

DEFEASANCE AND DISCHARGE

Defeasance of Certain Covenants and Certain Events of Default. Unless the
terms of the Debt Securities of any series provide to the contrary, the Company
may omit to comply with certain restrictive covenants in Section 801
(Consolidation, Merger, Conveyance, Transfer or Lease), Section 1006 (Limitation
on Secured Funded Debt), Section 1007 (Limitation on Sale and Leasebacks),
Section 1008 (Limitation on Designation of Unrestricted Subsidiary as Restricted
Subsidiary), and the events described in clauses (iv) through (vii) under
"Events of Default" above shall not be deemed to be Events of Default under the
Indenture with respect to such series, if (a) the Company deposits with the
Trustee, in trust, money and/or U.S. Government Obligations which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide money in an amount sufficient to pay and discharge (i) each
installment of principal (and premium, if any) and interest on the Outstanding
Debt Securities of such series on the Stated Maturity of such installment of
principal or interest and (ii) any mandatory (or, if applicable, optional)
sinking fund payments applicable to the Offered Debt Securities of such series
on the day on which such payments are due and payable, (b) no Event of Default
or event (including such deposit) which with notice or lapse of time would
become an Event of Default with respect to the Debt Securities of such series
shall have occurred and be continuing on the date of such deposit and (c) the
Company delivers to the Trustee an Opinion of Counsel, satisfying the
requirements of the Indenture, to the effect that the Holders of the Debt
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amount, in the same manner and at the same times
as would have been the case if such defeasance had not occurred. (Section 403)
In such event, the obligations of the Company under the Indenture and the Debt
Securities other than with respect to the covenants referred to above and the
Events of Default other than the Events of Default referred to above shall
remain in full force and effect. In the alternative, upon compliance with the
provisions of Section 403 with respect to any series of Debt Securities, the
Company may elect to be deemed to have paid and discharged the entire
indebtedness represented by the Offered Debt Securities of such series and to
have satisfied its obligations under the Indenture, other than the rights of
Holders to receive payment from the trust funds held by the Trustee and the
Company's obligation to provide for the registration of Offered Debt Securities,
to replace mutilated, destroyed, lost and stolen Offered Debt Securities, to
apply properly any money held in trust by the Company and to maintain an office
where Offered Debt Securities may be presented for payment.

In the event the Company exercises its option to omit compliance with
certain covenants of the Indenture with respect to the Debt Securities of any
series as described above and the Debt Securities of such series are declared
due and payable because of the occurrence of any Event of Default other than
Events of Default described in clauses (iv) through (vii) under "Events of
Default" above, the amount of money and/or U.S. Government Obligations on
deposit with the Trustee will be sufficient to pay amounts due on the Debt
Securities of such series on their Stated Maturity or Redemption Date, but may
not be sufficient to pay amounts due on such Debt Securities at the time of the
acceleration resulting from such Event of Default.

19
<PAGE> 29

Substitution of Collateral. If the terms of a series of Debt Securities so
provide, the Company will be permitted at any time to withdraw any money or U.S.
Government Obligations deposited pursuant to the foregoing defeasance
provisions, provided that the Company in substitution therefor simultaneously
deposits money and/or U.S. Government Obligations which would then be sufficient
to satisfy the Company's payment obligations in respect of the Debt Securities
in the manner contemplated by such defeasance provisions.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities in and/or outside the United
States (i) through underwriters, (ii) through dealers acting as principal or as
agent, (iii) directly to a limited number of purchasers or to a single
purchaser, or (iv) through agents. The applicable Prospectus Supplement with
respect to the Offered Debt Securities will set forth the terms of the offering
of such Offered Debt Securities, including the name or names of any
underwriters, the purchase price of such Offered Debt Securities and the
proceeds to the Company from such sale, any delayed delivery arrangements, any
underwriting discounts and other items constituting underwriters' compensation,
the initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. The initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.

If underwriters are used in the sale, the Offered Debt Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Debt Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. The underwriter or
underwriters with respect to a particular underwritten offering of Offered Debt
Securities will be named in the Prospectus Supplement relating to such offering
and, if an underwriting syndicate is used, the names of the managing underwriter
or underwriters will be set forth on the cover of such Prospectus Supplement.
Unless otherwise set forth in a Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Debt Securities covered thereby will be
subject to conditions precedent, and the underwriters will be obligated to
purchase all such Offered Debt Securities if any are purchased.

If dealers are utilized in the sale of the Offered Debt Securities, the
Company will sell such Offered Debt Securities to the dealers acting as
principals or agents. The dealers may then resell such Offered Debt Securities
to the public at varying prices to be determined by such dealers at the time of
resale. The terms of the transaction will be set forth in the Prospectus
Supplement relating thereto to the extent required by the Securities Act.

The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Debt Securities will be named, and any commissions payable
by the Company to such agent will be set forth, in the Prospectus Supplement
relating thereto to the extent required by the Securities Act. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.

The Debt Securities may be sold directly by the Company to institutional
investors or others, who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales, including the terms of any bidding or auction process, will be described
in the Prospectus Supplement relating thereto.

If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase Offered Debt Securities from the Company at the
public offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specific date in the

20
<PAGE> 30

future. Such contracts will be subject only to those conditions set forth in the
applicable Prospectus Supplement, and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.

Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business or otherwise.

The Debt Securities may or may not be listed on a national securities
exchange. No assurances can be given that there will be an active trading market
for any of the Debt Securities.

EXPERTS

The financial statements and schedules of the Company included in the
Company's Annual Report on Form 10-K for the year ended January 1, 1995 and
incorporated by reference herein have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports. Reference is made to said report
with respect to the Company's financial statements, which includes an
explanatory paragraph with respect to the change in the methods of accounting
for postretirement benefits other than pensions and for income taxes in 1993 and
the method of accounting for marketable investments in 1994.

Future financial statements of the Company and the reports of Arthur
Andersen LLP also will be incorporated by reference in this Prospectus in
reliance upon the authority of that firm as experts in giving those reports to
the extent said firm has audited those financial statements and consented to the
use of their reports thereon.

21
<PAGE> 31

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF SUCH INFORMATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds......................... S-3
1995 First Quarter Results.............. S-3
Description of Notes.................... S-6
Underwriting............................ S-8
Legal Matters........................... S-8

PROSPECTUS
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
The Company............................. 3
Use of Proceeds......................... 7
Summarized Consolidated Financial Data.. 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 8
Description of Debt Securities.......... 13
Plan of Distribution.................... 20
Experts................................. 21
</TABLE>
================================================================================

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

[LOGO EG&G INC.]

% NOTES DUE

-----------------------------------------
PROSPECTUS SUPPLEMENT
-----------------------------------------

GOLDMAN, SACHS & CO.

MERRILL LYNCH & CO.

================================================================================
<PAGE> 32

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 51,725
Blue Sky fees and expenses....................................... 10,000*
Printing......................................................... 50,000*
Legal fees and expenses.......................................... 125,000*
Accounting fees and expenses..................................... 85,000*
Rating agencies' fees............................................ 120,000*
Trustees' fees and expenses...................................... 5,000*
Miscellaneous.................................................... 53,275*
--------
Total.................................................. $500,000*
=========
</TABLE>

- ---------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 67, Chapter 156B of the General Laws of the Commonwealth of
Massachusetts (the "Massachusetts Business Corporation Law") and Article V,
Section 9 of the Registrant's By-Laws, to which reference is hereby made,
contain provisions authorizing indemnification by the Registrant of directors,
officers, employees or agents against certain liabilities and expenses which
they may incur as directors, officers, employees or agents or the Registrant or
of certain other entities. Section 67, Chapter 156B of the Massachusetts
Business Corporation Law provides that the indemnification of directors,
officers, employees and agents of a corporation and persons who serve at the
corporation's request as directors, officers, employees and agents of another
organization may be provided to whatever extent as shall be specified by (i) the
Articles of Organization of the corporation or (ii) a By-law adopted by the
stockholders or (iii) a vote adopted by the holders of a majority of the shares
of stock entitled to vote on the election of directors. Unless otherwise
provided in the Articles of Organization or the By-laws, the indemnification of
any persons described above who are not directors of the corporation may be
provided by the corporation to the extent authorized by the directors. Such
indemnification may include payment by the corporation of expenses incurred in
defending a civil or criminal action or proceeding prior to the final
disposition of such action or proceeding, upon receipt of an undertaking by the
indemnified person to repay such payment if he shall be adjudicated to be not
entitled to indemnification under Section 67 of the Massachusetts Business
Corporation Law. Any indemnification may be provided although the person to be
indemnified is no longer an officer, director, employee or agent of the
corporation or of such other organization. Indemnification may not be provided
for any person with respect to any matter as to which that person shall have
been adjudicated in any proceeding to not have acted in good faith in the
reasonable belief that his action was in the best interest of the corporation.

Section 65 of the Massachusetts Business Corporation Law provides a
limitation on the imposition of liability under other sections of the
Massachusetts Business Corporation Law. Under this Section, a director, officer
or incorporator of a corporation is to perform his duties in good faith and in a
manner he reasonably believes to be in the best interests of the corporation and
with such care as an ordinarily prudent person in a like position would use
under similar circumstances. Such director, officer or incorporator is entitled
to rely on information, opinions, reports or records, including financial
statements, books of account and other financial records which are prepared by
or presented by or under the supervision of (1) one or more officers or
employees of the corporation whom the director, officer or incorporator
reasonably believes to be reliable and competent in the matters presented, or
(2) counsel, public accountants, or other persons as to

II-1
<PAGE> 33

matters which the director, officer or incorporator reasonably believes to be
within such a person's professional expert competence, or (3) in the case of a
director, a duly constituted committee of the board upon which he does not
serve, as to matters within its delegated authority, which committee the
director reasonably believes to merit confidence. If a director, officer or
incorporator performs his duties in the manner that is set forth above, that
fact shall be an absolute defense to any claim asserted against him except as
expressly provided by statute.

Section 13 of the Massachusetts Business Corporation Law provides that the
Articles of Organization of a corporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty as a director;
notwithstanding any provision of law imposing such liability; provided, however,
that such provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 61 or
62 of the Massachusetts Business Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. Article Six of the
Restated Articles of Organization of the Registrant contains a provision
consistent with Section 13 of the Massachusetts Business Corporation Law and
provides that to the fullest extent permitted by the Massachusetts Business
Corporation Law, a director of the Registrant shall not be personally liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, notwithstanding any provision of law imposing such
liability.

Section 9 of Article V of the By-laws of the Registrant contains provisions
relating to the indemnification of directors and officers of the Registrant
which are consistent with Section 67 of the Massachusetts Business Corporation
Law. This Section provides that no indemnification will be provided to any
person who was or is a director or officer with respect to any matter as to
which such person shall have been finally adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation; nor shall indemnification be provided where
the corporation is required or has undertaken to submit to a court the question
of whether or not indemnification by it is against public policy and it has been
finally adjudicated that such indemnification is against public policy;
provided, however, that, prior to such final adjudication, the corporation may
compromise and settle any such claims and liabilities and pay such expenses, if
such settlement or payment, or both, appears, in the judgment of a majority of
those members of the Board of Directors who are not directly involved in such
matters, to be in the best interest of the corporation as evidenced by a
resolution to that effect adopted after receipt by the corporation of a written
opinion of counsel, for the corporation that, based upon the facts available to
such counsel, such person has not acted in a manner that would prohibit
indemnification.

Section 67 of the Massachusetts Business Corporation Law also contains
provisions authorizing a corporation to obtain insurance on behalf of any
director, officer, employee or agent of the corporation against liabilities,
whether or not the corporation would have the power to indemnify against such
liabilities. The Registrant maintains directors' and officers' liability and
company reimbursement liability insurance. Subject to certain deductibles, such
insurance will pay up to $50,000,000 per year on claims for errors and omissions
against the Registrant's directors and officers and will reimburse the
Registrant for amounts paid to indemnify directors and officers against the
costs of such claims pursuant to the Registrant's By-Laws.

The Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for the indemnification by the Underwriters of directors and
officers of the Registrant against certain liabilities.

II-2
<PAGE> 34

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
1.1 Form of Underwriting Agreement
4.1 Form of Indenture
5.1 Opinion of Murray Gross, Esq.
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Murray Gross, Esq. (included in Exhibit 5.1)
23.3 Consent of Hale and Dorr
24.1 Powers of Attorney (appears on pages II-5 and II-6)
25.1 Statement on Form T-1 of Eligibility and Qualification of Trustee
</TABLE>

ITEM 17. UNDERTAKINGS

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the

II-3
<PAGE> 35

Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-4
<PAGE> 36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wellesley, Massachusetts on this 30th day of May, 1995.

EG&G, INC.

By:

------------------------------------
Murray Gross
Vice President, General Counsel
and Clerk

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Murray
Gross, David E. Redlick and Patrick J. Rondeau, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him or her and in his or her name, place and
stead, and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-3 of EG&G,
Inc., and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act requisite or necessary to be done in
connection therewith, as fully as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them or their, his or her substitute or substitutes may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 30th day of May, 1995.

<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
Chairman of the Board, President
- ------------------------------------------ and Chief Executive Officer
John M. Kucharski (principal executive officer)

Senior Vice President and
- ------------------------------------------ Chief Financial Officer
Thomas J. Sauser (principal financial officer)

Vice President and
- ------------------------------------------ Corporate Controller
John F. Alexander, II (principal accounting officer)
Director
- ------------------------------------------
Robert F. Goldhammer
</TABLE>

II-5
<PAGE> 37

<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------------------ ---------------------------------------
<S> <C>

Director
- ------------------------------------------
John B. Gray

Director
- ------------------------------------------
Kent F. Hansen

Director
- ------------------------------------------
Greta Marshall

Director
- ------------------------------------------
William F. Pounds

Director
- ------------------------------------------
Samuel Rubinovitz

Director
- ------------------------------------------
John Larkin Thompson

Director
- ------------------------------------------
G. Robert Tod

Director
- ------------------------------------------
Joseph F. Turley
</TABLE>

II-6

<PAGE> 1

EG&G, INC.
% NOTES DUE
----- ----------

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

UNDERWRITING AGREEMENT

Goldman, Sachs & Co. , 1995
Merrill Lynch & Co.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

EG&G, Inc., a Massachusetts corporation (the "Company"), proposes, to enter
into one or more Pricing Agreements (each a "Pricing Agreement") in the form of
Annex I hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the firms named in Schedule I to the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to such
Pricing Agreement and the securities specified therein) certain of its debt
securities (the "Securities") specified in Schedule II to such Pricing Agreement
(with respect to such Pricing Agreement, the "Designated Securities").

The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities, in the Pricing
Agreements relating thereto will act as representatives (the "Representatives").
The term "Representatives" also refers to a single firm acting as sole
representative of the Underwriters and to an Underwriter or Underwriters who act
without any firm being designated as its or their representatives. This
Underwriting Agreement shall not be construed as an obligation of the Company to
sell any of the Securities or as an obligation of any of the Underwriters to
purchase any of the Securities. The obligation of the Company to issue and sell
any of the Securities and the obligation of any of the Underwriters to purchase
any of the Securities shall be evidenced by the Pricing Agreement with respect
to the Designated Securities specified therein. Each Pricing Agreement shall
specify the aggregate principal amount of such Designated Securities, the
initial public offering price of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the names of the Underwriters
of such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
<PAGE> 2

2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

(a) A registration statement on Form S-3 in respect of the Securities
has been filed with the Securities and Exchange Commission (the
"Commission"); such registration statement and any post-effective amendment
thereto, each in the form heretofore delivered or to be delivered to the
Representatives and, excluding exhibits to such registration statements,
but including all documents incorporated by reference contained therein, to
the Representatives for each of the other Underwriters, have been declared
effective by the Commission in such form; no other document with respect to
such registration statement or document incorporated by reference therein
has heretofore been filed or transmitted for filing with the Commission
(other than prospectuses filed pursuant to Rule 424(b) of the rules and
regulations of the Commission under the Securities Act of 1933, as amended
(the "Act"), each in the form heretofore delivered to the Representatives);
and no stop order suspending the effectiveness of such registration
statement has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission (any preliminary prospectus
included in such registration statement or filed with the Commission
pursuant to Rule 424(a) under the Act, is hereinafter called a "Preliminary
Prospectus"; the various parts of such registration statement, including
all exhibits thereto and the documents incorporated by reference in the
prospectus contained in the registration statement at the time such part of
the registration statement became effective, but excluding Form T-1, each
as amended at the time such part of the registration statement became
effective, are hereinafter collectively called the "Registration
Statement"; the prospectus relating to the Securities, in the form in which
it has most recently been filed, or transmitted for filing, with the
Commission on or prior to the date of this Agreement, being hereinafter
called the "Prospectus"; any reference herein to any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
Act, as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by reference in
such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be deemed to
refer to and include any annual report of the Company filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Securities in the
form in which it is filed with the Commission pursuant to Rule 424(b) under
the Act in accordance with Section 5(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);

(b) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and regulations
of the Commission thereunder, and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however,that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by either of you expressly
for use therein, or to any statement in or omission from the Form T-1;

(c) The documents incorporated by reference in the Prospectus, when
they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and none of such documents

2
<PAGE> 3

contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed and
incorporated by reference in the Prospectus or any further amendment or
supplement thereto, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange Act
and the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company
by an Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to
such Securities;

(d) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment thereto
and as of the applicable filing date as to the Prospectus and any amendment
or supplement thereto, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated Securities through
the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities or to any statement in or omission
from the Form T-1;

(e) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or government
action, order or decree, otherwise than as set forth or contemplated in the
Prospectus which is material to the Company and its subsidiaries, taken as
a whole; and, since the respective dates as of which information is given
in the Registration Statement and the Prospectus, there has not been any
material change in the capital stock (other than pursuant to the Company's
employee and director stock and option plans and repurchases of common
stock pursuant to the Company's previously announced authorizations to do
so) of the Company or any material increase in the long-term debt of the
Company and its subsidiaries taken as a whole or any material adverse
change, or any development which the Company has reasonable cause to
believe would involve a prospective material adverse change, in or
affecting the business, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, taken as a whole,
otherwise than as set forth or contemplated in the Prospectus;

(f) The Company and its Material Subsidiaries (as set forth in
Schedule III attached hereto) have good and marketable title to all
property that is described in the Prospectus as being owned by them, in
each case free and clear of all liens, encumbrances and defects except such
as are described in the Prospectus or such as do not materially adversely
affect the value of such property or the use made and proposed to be made
of such property by the Company and its Material Subsidiaries; and any real
property and buildings held under lease by the Company and its Material
Subsidiaries that are described in the Prospectus are held by them under
valid, subsisting and enforceable leases with such exceptions as are not
material or do not materially interfere with the use made and proposed to
be made of such property and buildings by the Company and its Material
Subsidiaries;

(g) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of The Commonwealth of
Massachusetts, with power and

3
<PAGE> 4

authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such qualification,
or is subject to no material liability or disability by reason of the
failure to be so qualified in any such jurisdiction; and each Material
Subsidiary of the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation (except with respect to any subsidiaries
incorporated in jurisdictions where the concept of good standing is not
recognized), and except for any failure to be so incorporated and existing
which would not have a material adverse effect on the business,
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole;

(h) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
nonassessable; and all of the issued shares of capital stock of each
Material Subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and (except as disclosed in
the Annual Report on Form 10-K for the year ended January 1, 1995, and
except for directors' qualifying shares or such shares as may be required
by local laws to be owned by residents of the jurisdiction of
incorporation) are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims;

(i) The Securities have been duly authorized and, when Designated
Securities are issued and delivered pursuant to this Agreement and the
Pricing Agreement with respect to such Designated Securities, such
Designated Securities will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding obligations of
the Company entitled to the benefits provided by the Indenture which will
be substantially in the form filed as an exhibit to the Registration
Statement (except to the extent that the terms of any Designated Securities
or Supplemental Indenture render certain provisions of the Indenture
inapplicable to such Designated Securities) subject, as to enforcement, to
bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles; the Indenture has been duly
authorized and duly qualified under the Trust Indenture Act and, at the
Time of Delivery for such Designated Securities (as defined in Section 4
hereof), the Indenture will constitute a valid and legally binding
instrument enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the
Designated Securities and the Indenture will conform to the descriptions
thereof in the Prospectus as amended or supplemented with respect to such
Designated Securities;

(j) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture, this
Agreement and any Pricing Agreement and the consummation of the
transactions herein and therein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, excluding conflicts,
breaches, violations and defaults that, individually or in the aggregate,
will not have a material adverse effect on the business, consolidated
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries, taken as a whole, nor will such action result
in any violation of the provisions of the Restated Articles of Organization
or By-laws of the Company or any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over the
Company or any of its subsidiaries or any of their properties; and no
consent, approval, authorization, order,

4
<PAGE> 5

registration or qualification of or with any such court or governmental
agency or body is required for the issue and sale of the Securities or the
consummation by the Company of the transactions contemplated by this
Agreement or any Pricing Agreement or the Indenture, except such as have
been or will have been prior to the Time of Delivery obtained under the Act
and the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities
or Blue Sky laws in connection with the purchase and distribution of the
Securities by the Underwriters;

(k) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject which will, in the Company's reasonable
belief, individually or in the aggregate, have a material adverse effect on
the business, consolidated financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole; and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others;

(l) Neither the Company nor any of its Material Subsidiaries is in
violation of, or in default in the performance or observance of, any
material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, loan or other agreement
or instrument to which it is a party or by which it or any of its
properties may be bound, except for violations or defaults that,
individually or in the aggregate, will not have a material adverse effect
on the consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole.

(m) The Company is not and, after giving effect to the offering and
sale of the Securities, will not be an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

(n) Arthur Andersen LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder;

(o) Except as disclosed in or specifically contemplated by the
Prospectus, the Company has not been advised, and has no reason to believe,
that either the Company or any of its subsidiaries is not conducting
business in compliance with all applicable laws, rules and regulations of
the jurisdictions in which it is conducting business, including, without
limitation, all applicable local, state and federal environmental laws and
regulations, except where the failure to be so in compliance would not
materially adversely affect the general affairs, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole; and

(p) The Company and its subsidiaries have filed all necessary federal,
state and foreign income and franchise tax returns (or has timely filed for
extensions thereof), except in any case in which the failure so to file
would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole, and have paid all taxes shown as due
thereon to the extent such taxes are due and payable, except in all cases
for any such tax that is being contested by the Company in good faith; and,
except as disclosed in the Prospectus, the Company has no knowledge of any
tax deficiency which has been or might be asserted or threatened against
the Company or its subsidiaries which could materially and adversely affect
the business, operations or properties of the Company and its subsidiaries,
taken as a whole.

3. Upon the execution of the Pricing Agreement applicable to any Designated
Securities and the authorization by the Representatives of the release of such
Designated Securities, the several Underwriters propose to offer such Designated
Securities for sale upon the terms and conditions set forth in the Prospectus as
amended or supplemented.

5
<PAGE> 6

4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks payable to the order of the Company in the funds
specified in such Pricing Agreement, all in the manner and at the place and time
and date specified in such Pricing Agreement, or at such other time or place,
and on such other date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "Time of Delivery for such
Securities."

5. The Company agrees with each of the Underwriters of any Designated
Securities:

(a) To prepare the Prospectus as amended or supplemented in relation
to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under
the Act not later than the Commission's close of business on the second
business day following execution and delivery of the Pricing Agreement
relating to the applicable Designated Securities, or, if applicable, such
earlier time as may be required by Rule 424(b) or Rule 430A(a)(3) under the
Act; to make no further amendment or any supplement to the Registration
Statement or Prospectus as amended or supplemented after the date of the
Pricing Agreement relating to such Designated Securities and prior to the
Time of Delivery which shall be disapproved by the Representatives promptly
after reasonable notice thereof; to advise the Representatives promptly
after it receives notice thereof, of the time when the Registration
Statement, or any amendment thereto, has been filed or becomes effective or
any supplement to the Prospectus or any amended Prospectus has been filed
and to furnish the Representatives with copies thereof; to file promptly
all reports and any definitive proxy or information statements required to
be filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a
prospectus is required in connection with the offering or sale of such
Designated Securities; to advise you, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus or
Prospectus relating to such Designated Securities, of the suspension of the
qualification of such Designated Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any
such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any
order preventing or suspending the use of the Registration Statement or the
Prospectus relating to such Designated Securities or suspending any such
qualification, to use promptly its best efforts to obtain the withdrawal of
such order;

(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Designated
Securities for offering and sale under the securities laws of such
jurisdictions as the Representatives may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution
of such Designated Securities, provided that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;

(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made when such Prospectus is delivered,
not

6
<PAGE> 7

misleading, or, if for any other reason it shall be necessary during such
same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify the Representatives and upon their request to file such document
and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;

(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)),
an earning statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including, at the option of the
Company, Rule 158); and

(e) During the period beginning from the date of the Pricing Agreement
and continuing to and including the later of (i) the termination of trading
restrictions for such Designated Securities, as notified to the Company by
the Representatives as soon as practicable, but in any event not later than
fifteen (15) days after the Time of Delivery, and (ii) the Time of Delivery
for such Designated Securities, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which mature more
than one year after the Time of Delivery and which are substantially
similar to the Designated Securities, without the prior written consent of
the Representatives.

6. The Company covenants and agrees with the Underwriters that the Company
will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, the Indenture, the
Blue Sky and Legal Investment Memoranda, closing documents (including any
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to any review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the
cost of preparing the Securities; (vii) the fees and expenses of the Trustee and
any agent of the Trustee and the fees and disbursements of counsel for the
Trustee in connection with the Indenture and the Securities; and (viii) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section. It
is understood, however, that, except as provided in this Section, Sections 8 and
11 hereof, the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of any of the
Securities by them, and any advertising expenses connected with any offers they
may make.

7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that

7
<PAGE> 8

the Company shall have performed all of its obligations hereunder theretofore to
be performed, and the following additional conditions:

(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the reasonable satisfaction of
the Representatives;

(b) Ropes & Gray, counsel for the Underwriters, shall have furnished
to the Representatives such opinion or opinions, dated the Time of
Delivery, with respect to the matters covered in paragraphs (i), (ii) (iv),
and the unnumbered paragraph, of subsection (c) and paragraphs (i), (ii),
(v) and (vii) of subsection (d) below as well as such other related matters
as the Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to
enable them to pass upon such matters;

(c) Hale and Dorr, counsel for the Company, shall have furnished to
the Representatives their written opinion, dated the Time of Delivery for
such Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:

(i) The Designated Securities have been duly authorized, executed,
authenticated, issued and delivered by the Company and, when paid for in
accordance with the terms thereof, will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by
the Indenture subject, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, moratorium, reorganization and similar laws of
general applicability relating to or affecting creditors' rights and
general equity principles; and the Designated Securities and the
Indenture conform in all material respects to the descriptions thereof
in the Prospectus as amended or supplemented;

(ii) The Indenture has been duly authorized, executed and delivered
by the Company and, assuming the due authorization, execution and
delivery thereof by the Trustee, constitutes a valid and legally binding
obligation of the Company, enforceable against the Company in accordance
with its terms, subject, as to its binding nature and enforceability, to
bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the Indenture
has been duly qualified under the Trust Indenture Act;

(iii) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the issue and sale of the Designated Securities or the
consummation by the Company of the transactions contemplated by this
Agreement, such Pricing Agreement or the Indenture, except such as have
been obtained under the Act and the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as
may be required under state securities or Blue Sky laws (as to the
applicability of which no opinion need be expressed) in connection with
the purchase and distribution of the Designated Securities by the
Underwriters;

(iv) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by
the Company prior to the Time of Delivery of the Designated Securities
(other than the financial statements and financial data and related
schedules therein, as to which such counsel need express no

8
<PAGE> 9

opinion) comply as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the rules and
regulations thereunder;

(v) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered
by the Company.

Such counsel shall also state, without passing upon or assuming any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, that nothing has
come to their attention that would lead them to believe (a) that, as of the
effective date of the Registration Statement, the Registration Statement
(or as of its date, any amendment or supplement thereto and made by the
Company prior to the date of such opinion) contained any untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading
or (b) that, as of its date, the Prospectus as amended or supplemented or
any further amendment or supplement thereto made by the Company prior to
the Time of Delivery contained any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (c) that, as of the Time of
Delivery, either the Registration Statement or the Prospectus contains any
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading. Such counsel need express no belief as to the financial
statements, including the notes and schedules thereto, or any financial
data set forth or referred to in the Registration Statement or the
Prospectus.

(d) Murray Gross, Esquire, General Counsel of the Company, shall have
furnished to the Representatives his opinion, dated the Time of Delivery
for such Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:

(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of The Commonwealth of
Massachusetts, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus as
amended or supplemented;

(ii) The Company has an authorized capitalization as set forth in
the Prospectus as amended or supplemented, and all of the issued shares
of capital stock of the Company have been duly and validly authorized
and issued and are fully paid and non-assessable;

(iii) Each Material Subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation (except with respect
to any such subsidiaries incorporated in jurisdictions where the concept
of good standing is not recognized, and except for any failure to be so
incorporated and existing which would not have a material adverse effect
on the business, consolidated financial position, stockholders' equity
or results of operations of the Company and its subsidiaries, taken as a
whole); and all of the issued shares of capital stock of each such
Material Subsidiary have been duly and validly authorized and issued,
are fully paid and non-assessable, and (except as disclosed in the
Annual Report on Form 10-K for the year ended January 1, 1995, and
except for directors' qualifying shares or such shares as may be
required by local laws to be owned by residents of the jurisdiction of
incorporation) are owned of record directly or indirectly by the
Company, to its knowledge free and clear of all liens, encumbrances,
equities or claims (such counsel being entitled to rely in respect of
the opinion in this clause upon opinions of local counsel and in respect
of matters of fact upon certificates of officers of the Company or its
subsidiaries, provided that such counsel shall state that they believe
that both the Representatives and they are justified in relying upon
such opinions and certificates);

9
<PAGE> 10

(iv) To the best of such counsel's knowledge and other than as set
forth in the Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party or of
which any property of the Company or any of its subsidiaries is the
subject which will, in such counsel's reasonable belief, individually or
in the aggregate, have a material adverse effect on the business,
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole; and, to
such counsel's knowledge, no such proceedings are threatened by
governmental authorities or threatened by others;

(v) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered
by the Company;

(vi) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Indenture, this Agreement and the Pricing Agreement with
respect to the Designated Securities and the consummation of the
transactions herein and therein contemplated will not conflict with or
result in a breach or violation of the Restated Articles of Organization
or By-laws of the Company, nor will such actions conflict with or result
in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument known to such counsel to
which the Company is a party or by which the Company is bound or to
which any of the properties or assets of the Company is subject, or rule
or regulation known to such counsel of any court or governmental agency
or body having jurisdiction over the Company or any of its properties
(except that such opinion shall not extend to compliance with the
anti-fraud provisions of federal or state securities laws); except for
such conflicts, breaches, violations and defaults as are not reasonably
likely, individually or in the aggregate, to have a material adverse
effect on the business, financial position, stockholders' equity,
results of operations, business or prospects of the Company and its
subsidiaries, taken as a whole;

(vii) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and
financial data and related schedules therein, as to which such counsel
need express no opinion), when they were filed with the Commission
complied as to form in all material respects with the requirements of
the Exchange Act and the rules and regulations of the Commission
thereunder; and he does not know of any amendment to the Registration
Statement required to be filed or of any contracts or other documents of
a character required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into the
Prospectus or required to be described in the Registration Statement or
the Prospectus which are not filed or incorporated by reference or
described as required.

Such counsel shall also state that he has no reason to believe that any of
the documents incorporated by reference in the Prospectus as amended or
supplemented, when they were so filed contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made when such documents were so filed, not misleading.

(e) On the date of the Pricing Agreement for such Designated
Securities at a time prior to the execution of the Pricing Agreement with
respect to such Designated Securities and at the Time of Delivery for such
Designated Securities, the independent accountants of the Company who have
certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement shall
have furnished to the Representatives a letter, dated the effective date of
the Registration Statement or the date of the most recent report filed with
the Commission containing financial statements and incorporated by
reference in the Registration Statement, if the date of such report is
later than such effective date, and a letter dated such Time of Delivery,
respectively, to the effect set forth in Annex II

10
<PAGE> 11

hereto, and with respect to such letter dated such Time of Delivery, as to
such other matters as the Representatives may reasonably request in the
form and substance satisfactory to the Representatives;

(f)(i) The Company and its subsidiaries, taken as a whole, shall not
have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented prior to the date of the Pricing Agreement relating to the
Designated Securities any material loss or interference with their
businesses from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated in the
Prospectus as amended or supplemented prior to the date of the Pricing
Agreement relating to the Designated Securities, and (ii) since the
respective dates as of which information is given in the Prospectus as
amended or supplemented prior to the date of the Pricing Agreement relating
to the Designated Securities, there shall not have been any material change
in the capital stock (other than pursuant to the Company's employee and
director stock and option plans and repurchases of common stock of the
Company pursuant to previously announced authorizations to do so) of the
Company or any increase in the long-term debt of the Company and its
subsidiaries, taken as a whole, in excess of $10,000,000, or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the business, financial position, stockholders'
equity or results of operations of the Company and its subsidiaries, taken
as a whole, otherwise than as set forth or contemplated in the Prospectus
as amended or supplemented prior to the date of the Pricing Agreement
relating to the Designated Securities, the effect of which, in any such
case described in Clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented relating to the Designated
Securities;

(g) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Act and (ii) no such organization
shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of the Company's
debt securities;

(h) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
on the New York Stock Exchange; (ii) a suspension of, or a material
limitation on, trading in the Company's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities in
New York declared by either Federal or New York State authorities; or (iv)
the outbreak or escalation of hostilities involving the United States or
the declaration by the United States of a national emergency or war, if the
effect of any such event specified in this Clause (iv) in the judgment of
the Representatives makes it impracticable or inadvisable to proceed with
the public offering or the delivery of the Securities on the terms and in
the manner contemplated in the Prospectus as first amended or supplemented
relating to the Designated Securities; and

(i) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities
certificates of officers of the Company (on behalf of the Company)
satisfactory to the Representatives as to the accuracy of the
representations and warranties of the Company herein at and as of such Time
of Delivery, as to the performance by the Company of all of its obligations
hereunder to be performed at or prior to such Time of Delivery, as to the
matters set forth in subsections (a) and (f) of this Section and as to such
other matters as the Representatives may reasonably request.

11
<PAGE> 12

8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use therein;
and provided further, that the Company shall not be liable to any Underwriter
with respect to any Preliminary Prospectus or any preliminary prospectus
supplement, to the extent that any such loss, claim, damage or liability of such
Underwriter results solely from an untrue statement of a material fact contained
in, or the omission of a material fact from, such Preliminary Prospectus, which
untrue statement or omission was corrected in the Prospectus, if the Company
shall sustain the burden of proving that (i) such Underwriter sold Securities to
the person alleging such loss, claim, damage or liability without sending or
giving or making available electronically, at or prior to the written
confirmation of such sale, a copy of the Prospectus to such person, (ii)
delivery of a Prospectus was required under the Act, and (iii) the Company
delivered to the Underwriters copies of such Prospectus in such quantities as
they shall have reasonably requested.

(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection and shall relieve it from liability under
such subsection only to the extent that such omission results in the forfeiture
by the indemnifying party of material rights or defenses with

12
<PAGE> 13

respect to such action. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgement (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified
party. No indemnifying party shall be liable for any settlement of any claim or
action effected without its consent, which consent will not be unreasonably
withheld.

(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any

13
<PAGE> 14

damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Designated Securities and not joint.

(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives, may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained in the Pricing
Agreement relating to such Designated Securities. If within thirty-six hours
after such default by any Underwriter the Representatives do not arrange for the
purchase of such Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to the Representatives to purchase such Designated
Securities on such terms. In the event that, within the respective prescribed
periods, the Representatives notify the Company that they have so arranged for
the purchase of such Designated Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such Designated
Securities, the Representatives or the Company shall have the right to postpone
the Time of Delivery for such Designated Securities for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments to the Registration Statement or the Prospectus
which in the opinion of the Representatives may thereby be made necessary. The
term "Underwriter" as used in the Pricing Agreement shall include any person
substituted under this Section with like effect as if such person had originally
been a party to this Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, or if the Company shall not exercise the right described in
subsection (b) above to require non-defaulting Underwriters to purchase
Designated Securities of a defaulting Underwriter or Underwriters, then the
Pricing Agreement relating to such Designated Securities shall thereupon
terminate,

14
<PAGE> 15

without liability on the part of any non-defaulting Underwriter or the Company,
except for the expenses to be borne by the Company and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof; but, if for any other reason, the
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters for all
out-of-pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of the Designated
Securities, but the Company shall then be under no further liability to any
Underwriter with respect to such Designated Securities except as provided in
Section 6 and Section 8 hereof.

12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

All statements, requests, notices, and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered to sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit, of, the Underwriters, the Company and, to the
extent provided in Sections 8 and 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

14. Time shall be of the essence of each Pricing Agreement. As used herein,
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business.

15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

15
<PAGE> 16

If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof.

Very truly yours,

EG&G, Inc.

By:
-------------------------------
Name:
Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
Merrill Lynch & Co.

By:
---------------------------------
(Goldman, Sachs & Co.)

16
<PAGE> 17

ANNEX I

PRICING AGREEMENT

Goldman, Sachs & Co.,
Merrill Lynch & Co.
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004.

, 1995

Ladies and Gentlemen:

EG&G, Inc. a Massachusetts corporation (the "Company"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated , 1995 (the "Underwriting Agreement"), between the Company on
the one hand and Goldman, Sachs & Co., and Merrill Lynch & Co. on the other
hand, to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provision of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the adders of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the Commission

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the

I-1
<PAGE> 18

Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.

Very truly yours,

EG&G, Inc.

By:

------------------------------
Name:
Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
Merrill Lynch & Co.

By:
-------------------------------------
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters

I-2
<PAGE> 19

SCHEDULE I

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
- ----------- -----------
<S> <C>
Goldman, Sachs & Co. ........................................................... $
Merrill Lynch & Co. ............................................................

-----------
Total........................................................................... $
==========
</TABLE>

S-1
<PAGE> 20

SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

__ % Notes due _____________

AGGREGATE PRINCIPAL AMOUNT:

$_________

PRICE TO PUBLIC:

__ % of the principal amount of the Designated Securities, plus accrued
interest, if any, form _________ to __________.

PURCHASE PRICE BY UNDERWRITERS:

__ % of the principal amount of the Designated Securities, plus accrued
interest from _________ to _________ .

FORM OF DESIGNATED SECURITIES:

Definitive form to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of The Depository
Trust Company or its designated custodian.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

New York Clearing House (next day) funds

TIME OF DELIVERY:

_____ a.m. (New York City time), _________, 1995

INDENTURE:

Indenture dated _________, 1995 between the Company and The First National
Bank of Boston, as Trustee

MATURITY:

INTEREST RATE:

[months and dates, commencing _________, 1995]

S-2
<PAGE> 21

REDEMPTION PROVISIONS:

SINKING FUND PROVISION:

DEFEASANCE PROVISIONS:

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

NAME AND ADDRESS OF REPRESENTATIVES:

<TABLE>
<S> <C>
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: 85 Broad Street
New York, NY 10004
Attention: Syndicate Department
</TABLE>

S-3
<PAGE> 22

SCHEDULE III

MATERIAL SUBSIDIARIES

<TABLE>
<CAPTION>
STATE OR JURISDICTION
NAME OF INCORPORATION
---- ---------------------
<S> <C>
EG&G Florida, Inc. .......................................................
EG&G Washington Analytical Services Center, Inc. .........................
EG&G Special Projects, Inc. ..............................................
EG&G International, Ltd. .................................................
EG&G Automotive Research, Inc. ...........................................
Rotron Incorporated.......................................................
EG&G Sealol, Inc. ........................................................
EG&G Dynstrend, Inc. .....................................................
Laboratorium Prof. Dr. Rudolf Berthold GmbH & Co. KG......................
EG&G Ltd. ................................................................
Wallach OY................................................................
EG&G Power Systems, Inc. .................................................
EG&G Canada Ltd. .........................................................
EG&G Structural Kinematics, Inc. .........................................
Heimann Optoelectronics GmbH..............................................
IC Sensors, Inc. .........................................................
</TABLE>

S-4
<PAGE> 23

ANNEX II

Pursuant to Section 7(e) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

(ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, prospective
financial statements and/or pro forma financial information) examined by
them and included or incorporated by reference in the Registration
Statement or the Prospectus comply as to form in all material respects with
the applicable accounting requirements of the Act or the Exchange Act, as
applicable, and the related published rules and regulations thereunder;
and, if applicable, they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of
the consolidated interim financial statements, selected financial data, pro
forma financial information, prospective financial statements and/or
condensed financial statements derived from audited financial statements of
the Company for the periods specified in such letter, as indicated in their
reports thereon, copies of which have been furnished to the representatives
of the Underwriters (the "Representatives");

(iii) They have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets
and consolidated statements of cash flows included in the Prospectus and/or
included in the Company's quarterly reports on Form 10-Q incorporated by
reference into the Prospectus as indicated in their reports thereon, copies
of which have been separately furnished to the Representatives; and on the
basis of specified procedures including inquires of officials of the
Company who have responsibility for financial and accounting matters
regarding whether the unaudited condensed consolidated financial statements
referred to in paragraph (vi)(A) below comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act
and the related published rules and regulations, nothing came to their
attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act
and the related published rules and regulations;

(iv) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K and on
the basis of limited procedures specified in such letter nothing came to
their attention as a result of the foregoing procedures that caused them to
believe that this information does not conform in all material respects
with the disclosure requirements of Items 301, 302 and 503(d),
respectively, of Regulation S-K;

(v) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company
for the five most recent fiscal years included in the Prospectus and
included or incorporated by reference in Item 6 of the Company's Annual
Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for such given fiscal years which were
included or incorporated by reference in the Company's Annual Reports on
Form 10-K for such fiscal years;

(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepting auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available interim
financial statements of the Company and its Material Subsidiaries,
inspection of the minute

II-1
<PAGE> 24

books of the Company since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus,
inquiries of officials of the Company and its Material Subsidiaries
responsible for financial and accounting matters and such other inquiries
and procedures as may be specified in such letter, nothing came to their
attention that caused them to believe that:

(A) the unaudited condensed statements of income, consolidated
balance sheets and consolidated statements of cash flows included or
incorporated by reference in the Company's Quarterly Reports on Form
10-Q incorporated by reference in the Prospectus do not comply as to
form in all material respects with the applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q and the
related published rules and regulations thereunder or are not in
conformity with generally accepted accounting principles applied on a
consolidated basis substantially consistent with the basis for the
audited consolidated statements of income, consolidated balance sheets
and consolidated statements of cash flows included or incorporated by
reference in the Company's Annual Report on Form 10-K for the most
recent fiscal year;

(B) any other unaudited income statement data and balance sheet
items included in the Prospectus do not agree with the corresponding
items in the unaudited consolidated financial statements from which such
data and items were derived, and any such unaudited data and items were
not determined on a basis substantially consistent with the basis for
the corresponding amounts in the audited consolidated financial
statements included or incorporated by reference in the Company's Annual
Report on Form 10-K for the most recent fiscal year;

(C) the unaudited financial statements which were not included in
the Prospectus but from which were derived the unaudited condensed
financial statements referred to in Clause (A) and any unaudited income
statement data and balance sheet items included in the Prospectus and
referred to in Clause (B) were not determined on a basis substantially
consistent with the basis for the audited financial statements included
or incorporated by reference in the Company's Annual Report on Form 10-K
for the most recent fiscal year;

(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of those
statements;

(E) as of a specified date not more than five days prior to the
date of such letter, there have been any changes in the consolidated
capital stock (other than issuances of capital stock upon exercise of
options and stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible securities, in each case
which were outstanding on the date of the latest balance sheet included
or incorporated by reference in the Prospectus) or any increase in the
consolidated long-term debt of the Company and its subsidiaries, or any
decreases in consolidated net current assets or net assets or other
items specified by the Representatives, or any increases in any items
specified by the Representatives, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by reference
in the Prospectus, except in each case for changes, increases or
decreases which the Prospectus discloses have occurred or may occur or
which are described in such letter; and

(F) for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the specified
date referred to in Clause (E) there were any decreases in consolidated
net revenues or operating profit or the total or per shares amounts of
consolidated net income or other items specified by the Representatives,
or any increases in any items specified by the Representatives, in each
case as

II-2
<PAGE> 25

compared with the comparable period of the preceding year and with any
other period of corresponding length specified by the Representatives,
except in each case for increases or decreases which the Prospectus
discloses have occurred or may occur or which are described in such
letter; and

(vii) In addition to the examination referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii) and (iv) above, they have carried out
certain specified procedures, not constituting an examination in accordance
with generally accepted auditing standards, with respect to certain
amounts, percentages and financial information specified by the
Representatives which are derived from the general accounting records of
the Company and its subsidiaries, which appear in the Prospectus (excluding
documents incorporated by reference) or in Part II of, or in exhibits and
schedules to, the Registration Statement specified by the Representatives
or in documents incorporated by reference in the Prospectus specified by
the Representatives, and have compared certain of such amounts, percentages
and financial information with the accounting records of the Company and
its subsidiaries and have found them to be in agreement.

All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter and to the
Prospectus as amended or supplemented.

II-3

<PAGE> 1

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

EG&G, INC.

and

THE FIRST NATIONAL BANK OF BOSTON

Trustee

_______________________

INDENTURE

Dated as of May __, 1995

______________________

Providing for Issuance of Securities in Series

================================================================================
<PAGE> 2

_______________________________________________

Certain Sections of this Indenture
relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture
Act Section Indenture Section

<S> <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . 608
. . . . . . . . . . . . . . . . . . . . . 610
Section 311(a) . . . . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . . . . 613
Section 312(a) . . . . . . . . . . . . . . . . . . . . . 701
. . . . . . . . . . . . . . . . . . . . . 702(a)
(b) . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . 702(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . 703(a)
(c) . . . . . . . . . . . . . . . . . . . . . 703(a)
(d) . . . . . . . . . . . . . . . . . . . . . 703(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . . . . . . . . . . . 101
. . . . . . . . . . . . . . . . . . . . . 1004
(b) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . 102
Section 315(a) . . . . . . . . . . . . . . . . . . . . . 601
(b) . . . . . . . . . . . . . . . . . . . . . 602
(c) . . . . . . . . . . . . . . . . . . . . . 601
(d) . . . . . . . . . . . . . . . . . . . . . 601
(e) . . . . . . . . . . . . . . . . . . . . . 514
Section 316(a) . . . . . . . . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . . . . . . 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . . . . 104(c)
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . 504
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C>
(b) . . . . . . . . . . . . . . . . . . . . . 1003
Section 318(a) . . . . . . . . . . . . . . . . . . . . . 107
</TABLE>

________

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.

-ii-
<PAGE> 4

TABLE OF CONTENTS
____________

<TABLE>
<CAPTION>
PAGE
<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions:
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Affiliate; Control . . . . . . . . . . . . . . . . . . . . . . . .
Attributable Debt . . . . . . . . . . . . . . . . . . . . . . . . .
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . .
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . .
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . .
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company Request; Company Order . . . . . . . . . . . . . . . . . .
Consolidated Net Tangible Assets . . . . . . . . . . . . . . . . .
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . .
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . .
Discharged . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . .
Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . .
Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . .
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . .
Original Issue Discount Security . . . . . . . . . . . . . . . . .
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . .
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . .
Principal Property . . . . . . . . . . . . . . . . . . . . . . . .
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
________

NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.

<PAGE> 5
<TABLE>
PAGE
<S> <C>
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . .
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . .
Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . .
Sale and Leaseback Transaction . . . . . . . . . . . . . . . . . .
Secured Funded Debt . . . . . . . . . . . . . . . . . . . . . . . .
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Register and Security Registrar . . . . . . . . . . . . .
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . .
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . .
Unrestricted Subsidiary . . . . . . . . . . . . . . . . . . . . . .
U.S. Government Obligation . . . . . . . . . . . . . . . . . . . .
Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholly-owned Subsidiary . . . . . . . . . . . . . . . . . . . . . .
SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . . . . . .
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . . . . . . .
SECTION 104. Acts of Holders; Record Dates . . . . . . . . . . . . . . . . . . .
SECTION 105. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . .
SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . .
SECTION 107. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . .
SECTION 108. Effect of Headings and Table of Contents . . . . . . . . . . . . .
SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . .
SECTION 110. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 111. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . .
SECTION 112. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 202. Forms of Securities . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 203. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 204. Securities Issuable in the Form of
a Global Security . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited, Issuable in Series . . . . . . . . . . . . . . .
SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

-ii-
<PAGE> 6

<TABLE>

PAGE
<S> <C>
SECTION 303. Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . .
SECTION 305. Registration, Registration of Transfer
and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 306. Mutilated, Destroyed, Lost and
Stolen Securities . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 307. Payment of Interest; Interest Rights
Preserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . .
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . .

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . .
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . .
SECTION 403. Defeasance Upon Deposit of Funds or
Government Obligations . . . . . . . . . . . . . . . . . . . . . .

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 502. Acceleration of Maturity; Rescission and
Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . .
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . .
SECTION 505. Trustee May Enforce Claims Without
Possession of Securities . . . . . . . . . . . . . . . . . . . . .
SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . .
SECTION 507. Limitation of Suits . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest . . . . . . . . . . . . . . . . . .
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . .
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . .
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . .
SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . .
SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . .
SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . .

</TABLE>

-iii-
<PAGE> 7
ARTICLE SIX

THE TRUSTEE

<TABLE>
PAGE
<S> <C>
SECTION 601. Certain Duties and Responsibilities . . . . . . . . . . . . . . . .
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . .
SECTION 604. Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . .
SECTION 608. Disqualification; Conflicting Interests . . . . . . . . . . . . . .
SECTION 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . .
SECTION 610. Resignation and Removal; Appointment of
Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . .
SECTION 612. Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . . . . . . . . . . . . .
SECTION 613. Preferential Collection of Claims Against
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 614. Appointment of Authenticating Agent . . . . . . . . . . . . . . . .

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and
Addresses of Holders . . . . . . . . . . . . . . . . . . . . . . .
SECTION 702. Preservation of Information; Communications
to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on
Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent
of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 902. Supplemental Indentures with Consent
of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

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<PAGE> 8

<TABLE>
PAGE
<S> <C>
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . .
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . .
SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . .
SECTION 906. Reference in Securities to Supplemental
Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest . . . . . . . . . . . .
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . .
SECTION 1003. Money for Securities Payments to Be Held
in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1004. Statement by Officers as to Default . . . . . . . . . . . . . . . .
SECTION 1005. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1006. Limitation on Secured Funded Debt . . . . . . . . . . . . . . . . .
SECTION 1007. Limitation on Sale and Leasebacks . . . . . . . . . . . . . . . . .
SECTION 1008. Limitation on Designation of Unrestricted
Subsidiary as Restricted Subsidiary . . . . . . . . . . . . . . . .
SECTION 1009. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . .

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . .
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . .
SECTION 1103. Selection by Trustee of Securities to Be
Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . .
SECTION 1106. Securities Payment on Redemption Date . . . . . . . . . . . . . . .
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . .

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . .
SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . .

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

</TABLE>

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<PAGE> 9

INDENTURE, dated as of May __, 1995, between EG&G, Inc., a corporation
duly organized and existing under the laws of the Commonwealth of Massachusetts
(herein called the "Company"), having its principal office at 45 William
Street, Wellesley, Massachusetts 02181, and The First National Bank of Boston,
a national banking association, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture
provided.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein
expressly provided, the term "generally

<PAGE> 10
accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles
as are generally accepted at the date of such computation; and

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

"Act", when used with respect to any Holder, has the meaning specified
in Section 104.

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

"Attributable Debt" means with respect to any Sale and Leaseback
Transaction (i) the balance sheet liability amount of any capital lease entered
into pursuant to such Sale and Leaseback Transaction determined under generally
accepted accounting principles, plus (ii) the present value at the time of
determination of (a) the amount of future minimum lease payments under any
operating lease entered into pursuant to such Sale and Leaseback Transaction
required to be disclosed by generally accepted accounting principles, less (b)
any amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water rates and similar charges, calculated
using a discount rate equivalent to the Company's weighted average cost of
funds for borrowed money at the time of the commencement of each such operating
lease.

"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

"Board Resolution" means a copy of a resolution certified by the Clerk
or an Assistant Clerk of the Company to have been duly adopted by the Board of
Directors (which resolution may delegate to specified officers of the Company
the power to determine the forms of series of Securities pursuant to Sections
201 and 202 and

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<PAGE> 11

the terms and provisions of series of Securities pursuant to Section 301, such
determination to be evidenced by an Officers' Certificate) and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

"Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law or executive order to close.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

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

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board of Directors,
its Vice Chairman of the Board of Directors, its President or a Vice President,
and by its Treasurer, an Assistant Treasurer, its Clerk or an Assistant Clerk,
and delivered to the Trustee.

"Consolidated Net Tangible Assets" means the total amount of assets on
a consolidated balance sheet of the Company and its Restricted Subsidiaries
(less applicable reserves and other properly deductible items and after
excluding any investments made in Unrestricted Subsidiaries) after deducting
(i) all liabilities, including Attributable Debt and including all other
amounts in respect of obligations under leases (or guaranties thereof), which
under generally accepted accounting principles would be included as liabilities
on such balance sheet, but excluding all Funded Debt, accrued liabilities with
respect to any pension plans or post-retirement medical plans, capital stock
and surplus, surplus reserves and provisions for deferred income taxes, and
(ii) goodwill, tradenames, trademarks, patents, unamortized debt discount and
expense and other intangible items.

"Corporate Trust Office" means the office of the Trustee of the
Indenture at which at any particular time its corporate trust business shall be
administered, which at the date of the Indenture

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<PAGE> 12
is 150 Royall Street, Mail Stop 45-02-15, Canton, Massachusetts 02021, Attn:
Corporate Trust Division.

"Corporation" means a corporation, association, company, joint-stock
company or business trust.

"Defaulted Interest" has the meaning specified in Section 307.

"Depositary" means, unless otherwise specified by the Company pursuant
to either Section 204 or 301, with respect to Securities of any series issuable
or issued as a Global Security, The Depository Trust Company, New York, New
York, or any successor thereto registered as a clearing agency under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation.

"Discharged" means, with respect to Securities of a series, that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and obligations under, the Securities of such series and to
have satisfied all the obligations under this Indenture relating to the
Securities of such series, except (A) the rights of Holders of Securities to
receive, from the trust fund described in Section 403(1), payment of the
principal and any premium of and any interest on such Securities when such
payments are due; and (B) the Company's obligations with respect to such
Securities under Sections 305, 306, 402, 1002 and 1003.

"Event of Default" has the meaning specified in Section 501.

"Funded Debt" means indebtedness of the Company or any Restricted
Subsidiary for borrowed money maturing more than 12 months after the time of
computation thereof, guaranties of indebtedness for borrowed money maturing
more than 12 months after the time of computation thereof of any other Person
(except guaranties in connection with the sale or discount of accounts
receivable, trade acceptances and other instruments arising in the ordinary
course of business) and indebtedness for borrowed money maturing more than 12
months after the time of computation thereof secured by a Lien on the property
of the Company or any Restricted Subsidiary, whether or not such indebtedness
is assumed by the Company or such Restricted Subsidiary. Funded Debt does not
include any amount in respect of obligations under leases of real or personal
property, or guaranties thereof, including Attributable Debt, and any accrued
liabilities with respect to any pension plans or post-retirement medical plans,
whether or not any such obligations would be included as liabilities on a
consolidated balance sheet of the Company and its Restricted Subsidiaries.

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<PAGE> 13

"Global Security," when used with respect to any series of Securities
issued hereunder, means a Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to a
Company Request, which shall be registered in the name of the Depositary or its
nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of all of the Outstanding Securities of such
series or any portion thereof, in either case having the same terms, including,
without limitation, the same original issue date, date or dates on which
principal is due, and interest rate or method of determining interest.

"Holder" means a Person in whose name a Security is registered in the
Security Register.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

"Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

"Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

"Lien" means any mortgage, pledge, lien, encumbrance, charge or
security agreement.

"Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, a Vice Chairman of the Board of Directors, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Clerk or an Assistant Clerk of the Company, and delivered to the Trustee.

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<PAGE> 14
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof.

"Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee
or delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption
money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company)
in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such Securities
are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and

(iii) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of
which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid
obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner provided as
contemplated by Section 301 on the date of original issuance of such Security,
of the principal amount (or, in the case of an Original Issue

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<PAGE> 15

Discount Security, the U.S. dollar equivalent on the date of original issuance
of such Security of the amount determined as provided in (i) above) of such
Security, and (iii) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

"Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as contemplated by
Section 301.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"Principal Property" means any real property of the Company or any
Restricted Subsidiary (and all equipment located at or comprising a part of
such property) that has a net book value, as of the date of determination, in
excess of the larger of 5% of the Consolidated Net Tangible Assets of the
Company and $20,000,000.

"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

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<PAGE> 16
"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

"Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

"Sale and Leaseback Transaction" means any arrangement with any Person
pursuant to which the Company or any Restricted Subsidiary sells or transfers
any Principal Property, more than 120 days after the acquisition thereof or, if
later, the completion of construction and commencement of full operations
thereof, to such Person and leases the Principal Property so sold or
transferred from such Person, other than (i) leases for a term, including
renewals at the option of the lessee, of not more than three years, and (ii)
leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries.

"Secured Funded Debt" means Funded Debt that is secured by a Lien upon
any assets of the Company or any Restricted Subsidiary.

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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<PAGE> 17

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"Unrestricted Subsidiary" means a Subsidiary of the Company designated
as an Unrestricted Subsidiary by the Board of Directors from time to time, in
each case unless and until designated as a Restricted Subsidiary by the Board
of Directors, and any Subsidiary a majority of the voting stock of which is
owned by Unrestricted Subsidiaries.

"U.S. Government Obligations" means direct obligations of, or
obligations the principal of and interest on which are fully guaranteed by, the
United States of America.

"Value" means, with respect to a Sale and Leaseback Transaction, an
amount equal to the greater of (i) the net proceeds of the sale or transfer of
the property leased pursuant to such Sale and Leaseback Transaction or (ii) the
fair value, as determined by the Company, of such property at the time of
entering into such Sale and Leaseback Transaction.

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

"Wholly-owned Restricted Subsidiary" means a Restricted Subsidiary all
of the capital stock of which (except directors' qualifying shares) is owned by
the Company and its other Wholly-owned Restricted Subsidiaries.

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each

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<PAGE> 18
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or given an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

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

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<PAGE> 19

to such factual matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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

SECTION 104. Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be provided by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining
the Holders of Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action, or
to vote on any action, authorized or permitted to be given or taken by Holders
of Securities of such series. If not set by the Company prior to the first
solicitation of a Holder of Securities of such

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<PAGE> 20
series made by any Person in respect of any such action, or, in the case of any
such vote, prior to such vote, the record date for any such action or vote
shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 701) prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Securities, only the
Holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to give or take, or vote on, the relevant action.

(d) The ownership of Securities shall be proved by the Security
Register.

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

SECTION 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee
by the Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his

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<PAGE> 21

address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

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SECTION 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 112. Governing Law.

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

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

The Securities of each series shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.

The definitive Securities shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other

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<PAGE> 23

manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

SECTION 202. Forms of Securities.

Each Security shall be in one of the forms approved from time to time
by or pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery of a Security to the Trustee for
authentication in any form approved by or pursuant to a Board Resolution, the
Company shall deliver to the Trustee the Board Resolution by or pursuant to
which such form of Security has been approved, which Board Resolution shall
have attached thereto a true and correct copy of the form of Security which has
been approved thereby or, if a Board Resolution authorizes a specific officer
or officers to approve a form of Security, a certificate of such officer or
officers approving the form of Security attached thereto. Any form of Security
approved by or pursuant to a Board Resolution must be acceptable as to form to
the Trustee, such acceptance to be evidenced by the Trustee's authentication of
Securities in that form or a certificate signed by the Trustee and delivered to
the Company.

SECTION 203. Form of Trustee's Certificate of Authentication.

The form of Trustee's Certificate of Authentication for any Security
issued pursuant to this Indenture shall be substantially as follows:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned
Indenture.

THE FIRST NATIONAL BANK OF BOSTON,
as Trustee

By:________________________
Authorized Signatory

SECTION 204. Securities Issuable in the Form of a Global Security.

(a) If the Company shall establish pursuant to Sections 202
and 301 that the Securities of a particular series are to be issued in whole or
in part in the form of one or more Global Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 303 and
the Company Order delivered to the Trustee or its agent thereunder,
authenticate and

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<PAGE> 24
make available for delivery, such Global Security or Securities, which (i)
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as
the Company shall specify in a Company Order, (ii) shall be registered in the
name of the Depositary for such Global Security or Securities or its nominee,
(iii) shall be delivered by the Trustee or its agent to the Depositary or
pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless this certificate is presented
by an authorized representative of the Depositary to the Company or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of the nominee of the Depositary or in such other
name as is requested by an authorized representative of the Depositary (and any
payment is made to the nominee of the Depositary or to such other entity as is
requested by an authorized representative of the Depositary), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, the nominee of the
Depositary, has an interest herein."

(b) Notwithstanding any other provision of this Section
204 or of Section 305, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 305, only to a nominee of the Depositary for such Global Security, or
to the Depositary, or a successor Depositary for such Global Security selected
or approved by the Company, or to a nominee of such successor Depositary.

(c) (i) If at any time the Depositary for a Global Security
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time the Depositary for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to
such Global Security. If a successor Depositary for such Global Security is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and
the Trustee or its agent, upon receipt of a Company Request for the
authentication and delivery of individual Securities of such series in exchange
for such Global Security, will authenticate and make available for delivery
individual Securities of such series of like tenor and terms in an aggregate
principal amount equal to the principal

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<PAGE> 25

amount of the Global Security in exchange for such Global Security.

(ii) The Company may at any time and in its sole
discretion determine that the Securities of any series or portion thereof
issued or issuable in the form of one or more Global Securities shall no longer
be represented by such Global Security or Securities. In such event the
Company will execute, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of individual Securities of such series in
exchange in whole or in part for such Global Security, will authenticate and
make available for delivery individual Securities of such series of like tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of such Global Security or Securities representing such series
or portion thereof in exchange for such Global Security or Securities.

(iii) If specified by the Company pursuant to Sections 202
and 301 with respect to Securities issued or issuable in the form of a Global
Security, the Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for individual Securities of such
series of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depositary. Thereupon the Company shall
execute, and the Trustee or its agent shall authenticate and make available for
delivery, without service charge, (1) to each Person specified by such
Depositary a new Security or Securities of the same series of like tenor and
terms and of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person's
beneficial interest as specified by such Depositary in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal amount of
Securities delivered to Holders thereof pursuant to clause (1) above.

(iv) In any exchange provided for in any of the preceding
three paragraphs, the Company will execute and the Trustee or its agent will
authenticate and make available for delivery individual Securities in
definitive registered form in authorized denominations. Upon the exchange of
the entire principal amount of a Global Security for individual Securities,
such Global Security shall be cancelled by the Trustee or its agent. Except as
provided in the preceding paragraph, Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or the Security Registrar.

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<PAGE> 26
The Trustee shall deliver at its Corporate Trust Office such Securities to the
Persons in whose names such Securities are so registered.

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. The terms of each
series of Securities shall be either (i) established in or pursuant to a Board
Resolution and set forth, or determined in the manner provided, in an Officers'
Certificate, or (ii) established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series. The Securities of each such
series may bear such date or dates, be payable at such place or places, have
such Stated Maturity or Maturities, be issuable at such premium over or
discount from their face value, bear interest at such rate or rates, from such
date or dates, payable in such installments and on such dates and at such place
or places to the Holders of Securities registered as such on such Regular
Record Dates, or may bear no interest, and may be redeemable or repayable at
such Redemption Price or Prices, whether at the option of the Holder or
otherwise, and upon such terms, all as shall be provided for in or pursuant to
the Board Resolution, and set forth, or determined in the manner provided, in
an Officers' Certificate, or in the supplemental indenture creating that
series. There may also be established in or pursuant to a Board Resolution and
set forth, or determined in the manner provided, in an Officers' Certificate,
or established in a supplemental indenture prior to the issuance of Securities
of each such series, provision for:

(1) the title of the Securities of the series (which
shall distinguish the Securities of the series from Securities of any
other series);

(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 304, 305,
306, 906 or 1107 and except for any Securities which, pursuant to
Section 303, are

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<PAGE> 27

deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the
series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of the
Securities of the series is payable and the date on which the
Securities of the series will mature;

(5) the price (expressed as a percentage of the aggregate
principal amount thereof) at which the Securities of the series will
be issued;

(6) the rate or rates at which the Securities of the
series shall bear interest, if any, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date for any interest
payable on any Interest Payment Date;

(7) the place or places where the principal of and any
premium and interest on Securities of the series shall be payable;

(8) the period or periods within which, the price or
prices at which and the terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the
Company;

(9) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which and the
terms and conditions upon which Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such
obligation;

(10) the application of defeasance provisions of the
Indenture to the Securities of the series and the terms and conditions
under which the Company may substitute money or U.S. Government
Obligations for money or U.S. Government Obligations previously
deposited pursuant to Section 403, provided that the substituted money
or U.S. Government Obligations, together with money or U.S. Government
Obligations previously deposited and not substituted for,

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will be sufficient to satisfy the Company's payment obligations as
contemplated by Section 403(1);

(11) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which Securities of
the series shall be issuable;

(12) the currency, currencies or currency units in which
payment of the principal of and any premium and interest on any
Securities of the series shall be payable if other than the currency
of the United States of America and the manner of determining the
equivalent thereof in the currency of the United States of America for
purposes of the definition of "Outstanding" in Section 101;

(13) if the amount of payments of principal of or any
premium or interest on Securities of the series may be determined with
reference to an index, the manner in which such amounts shall be
determined;

(14) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the
Company or a Holder thereof, in one or more currencies or currency
units other than that or those in which the Securities are stated to
be payable, the currency, currencies or currency units in which
payment of the principal of and any premium and interest on Securities
of such series as to which such election is made shall be payable, and
the periods within which and the terms and conditions upon which such
election is to be made;

(15) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;

(16) any Event of Default with respect to the Securities of
such series, in addition to any set forth herein, and any deletions or
other changes to the Events of Default set forth herein that shall be
applicable to the Securities of such series;

(17) any covenant solely for the benefit of the Securities of
such series and any additions, deletions or other changes to the
provisions of Sections 801, 1006, 1007 and 1008 that shall be
applicable to the Securities of that series;

(18) if the Securities of the series shall be issued in whole
or in part in the form of a Global Security or

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<PAGE> 29

Securities, the terms and conditions, if any, upon which such Global
Security or Securities may be exchanged in whole or in part for other
individual Securities; and the Depositary for such Global Security or
Securities; and

(19) any other terms of the series.

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and set forth, or determined
in the manner provided, in the Officers' Certificate referred to above or in
any such indenture supplemental hereto.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Clerk or an Assistant Clerk of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 302. Denominations

The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by
its Clerk or one of its Assistant Clerks. The signature of any of these
officers on the Securities may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order
for the

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authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 202 and 301,
in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

(a) if the form of such Securities has been
established by or pursuant to a Board Resolution and set forth, or
determined in the manner provided, in an Officers' Certificate as
permitted by Section 202, that such form has been established in
conformity with the provisions of this Indenture;

(b) if the terms of such Securities have been
established by or pursuant to a Board Resolution and set forth, or
determined in the manner provided, in an Officers' Certificate as
permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture; and

(c) such Securities, when completed by appropriate
insertions and executed by the Company and delivered to the Trustee
for authentication in accordance with this Indenture, authenticated
and delivered by the Trustee in accordance with this Indenture and
issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and
binding obligations of the Company enforceable in accordance with
their terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws and
legal principles affecting creditors' rights generally from time to
time in effect and to general equitable principles, whether applied in
an action at law or in equity).

The Trustee shall not be required to authenticate such Securities if the issue
of such Securities pursuant to this Indenture will affect the Trustee's own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to

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<PAGE> 31

Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the time of authentication
of each Security of such series if such documents are delivered at or prior to
the time of authentication upon original issuance of the first Security of such
series to be issued.

Unless otherwise provided in the form of Security for any series, each
Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of

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the same series, of any authorized denominations and of a like aggregate
principal amount and tenor. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

SECTION 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

Subject to Section 204, upon surrender for registration of transfer of
any Security of any series at the office or agency in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor.

Subject to Section 204, at the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

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

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<PAGE> 33

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall

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constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Security
of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15
days and not less than l0 days prior to the date of the proposed
payment and not less than 10 days

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after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities of such
series at his address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted
Interest on the Securities of any series in any other lawful manner
not inconsistent with the requirements of any securities exchange on
which such Securities may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee.

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

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309. Cancellation.

All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be

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promptly cancelled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311. CUSIP Numbers.

The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities (except as to any surviving
rights of conversion, transfer or exchange of Securities of such series
expressly provided for herein or in the form of Security for such series), and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when

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(1) either

(A) all Securities of that series theretofore
authenticated and delivered (other than (i) Securities which
have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii)
Securities of such series for whose payment money has
theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or

(B) all such Securities of that series not
theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

(iii) are to be called for redemption within
one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the
Company,

and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose of and in an amount sufficient
to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to
the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating

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Agent under Section 614 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

SECTION 402. Application of Trust Money.

All money deposited with the Trustee pursuant to Section 401 and all
U.S. Government Obligations deposited with the Trustee pursuant to Section 403
shall be held in trust and the deposited money and the money from the U.S.
Government Obligations shall be applied by the Trustee, in accordance with the
provisions of the series of Securities in respect of which it was deposited and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money or U.S. Government Obligations
has been deposited with the Trustee; but such money and U.S. Government
Obligations need not be segregated from other funds except to the extent
required by law. Any money received from principal or interest payments on any
U.S. Government Obligations in excess of the amount needed or to be needed to
pay the Securities with respect to which such U.S. Government Obligations were
deposited as provided in Section 403 shall be paid over to the Company upon
receipt of a Company Request together with the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee to the effect that such money is
in excess of the amount needed or to be needed to pay such Securities.

SECTION 403. Defeasance Upon Deposit of Funds or Government Obligations.

Unless pursuant to Section 301 provision is made that this Section
shall not be applicable to the Securities of any series, at the Company's
option, either (a) the Company shall be deemed to have been Discharged from its
obligations with respect to any series of Securities after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease
to be under any obligation to comply with any term, provision or condition set
forth in, at the election of the Company, any or all of Sections 801, 1006,
1007, 1008 and subsections (4) through (8) of Section 501 (and any other
Sections applicable to such Securities that are determined pursuant to Section
301 to be subject to this provision) with respect to any series of Securities
at any time after the applicable conditions set forth below have been
satisfied:

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(1) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series (i) money in an amount, or
(ii) the equivalent in U.S. Government Obligations which through the
payment of interest and principal in respect thereof in accordance with
their terms will provide, not later than one day before the due date of
any payment, money in an amount, or (iii) a combination of (i) and
(ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and
discharge each installment of principal (including mandatory sinking
fund payments) and any premium of, interest on and any repurchase
obligations with respect to the outstanding Securities of such series
on the dates such installments of interest or principal or repurchase
obligations are due;

(2) no Event of Default or event (including such deposit) which
with notice or lapse of time would become an Event of Default with
respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit; and

(3) the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that Holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax purposes
as a result of the Company's exercise of its option under this Section
403 and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if
such option had not been exercised, and, in the case of Securities
being Discharged, such opinion shall be based upon at least one of the
following authorities (issued, enacted or promulgated after the date of
this Indenture), substantially on point and to the foregoing effect:
(i) a public ruling of the Internal Revenue Service, (ii) a private
ruling of the Internal Revenue Service issued to the Company with
respect to the Securities, (iii) a provision of the Internal Revenue
Code, or (iv) a final regulation promulgated by the Department of the
Treasury.

Upon a Company Request, the Trustee shall execute and deliver to the
Company instruments acknowledging the discharge of any series of Securities
under this Section 403.

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ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

"Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is either inapplicable to a particular series of Securities or
it is specifically deleted or modified in or pursuant to the supplemental
indenture or Board Resolution creating such series of Securities or in the form
of Security for such series:

(1) default in the payment of any interest upon any Security of
that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or

(2) default in the payment of the principal of (or premium, if
any, on) any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when
and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in
this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of a series of
Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

(5) a default under any bond, debenture, note or other evidence
of indebtedness for money borrowed by the Company (including a default
with respect to Securities of any series other than that series) or
under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any indebtedness
for money

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borrowed by the Company, whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in indebtedness
in excess of $15,000,000 in aggregate principal amount becoming or
being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such indebtedness having
been discharged, or such acceleration having been rescinded or annulled
within a period of 20 days after there shall have been given, by
registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice
specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be
rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; or

(6) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or state
bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or
appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any
substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or

(7) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable
Federal or state bankruptcy, insolvency, reorganization or other
similar law or the consent by it to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under
any applicable Federal or state law, or the consent by it to the filing
of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the admission

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by it in writing of its inability to pay its debts generally as they
become due; or

(8) any other Event of Default provided with respect to
Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than
by such declaration of acceleration and any interest thereon at
the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and

(D) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel;

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and

(2) all Events of Default with respect to Securities of that
series, other than the nonpayment of the principal of Securities of
that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on Securities
of such series for principal and any premium and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its

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creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursement
and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 607; and

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SECOND: To the payment of the amounts then due and unpaid for
principal of, and any premium and interest on the Securities in respect
of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and any
premium and interest, respectively.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities
of that series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request
to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that
series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

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SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
any interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

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SECTION 512. Control by Holders.

The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

(1) such direction shall not be in conflict with any rule of
law or with this Indenture, and

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

SECTION 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

(1) in the payment of the principal of or any premium or
interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

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SECTION 515. Waiver of Stay or Extension Laws.

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

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of such series of notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 90 days after the occurrence thereof, and provided further that,
except in the case of any defaults of the character specified in clauses (1),
(2) and (3) of Section 501, the Trustee may refrain from giving any notice of
default to the Holders of Securities if the Trustee considers it in the
interests of such Holders to so refrain. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

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SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

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

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

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

(d) the Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

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

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(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the

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Trustee in accordance with any provision of this Indenture (including
the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim
or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

SECTION 608. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. Nothing herein
shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.

SECTION 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

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(b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608 after
written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 609
and shall fail to resign after written request therefor by the Company
or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the

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applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

(f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 106. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

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

(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor

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Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation

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resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.

SECTION 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 614. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued under original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined

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capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF BOSTON,
As Trustee

By .................................
As Authenticating Agent

By..................................
Authorized Officers

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually, not later than June 30 and December 31 in each year,
a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of each series as of a date no more than
15 days prior to the date such list is furnished, and

(b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information, Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the

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Securities, and the corresponding rights and privileges of the Trustee, shall be
as provided by the Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703. Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

(b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee, with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 704. Reports by Company.

The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company, in a single transaction or through a series of related
transactions, shall not consolidate with or merge with or into any other Person
or transfer (by lease, assignment, sale or otherwise) all or substantially all
of its properties and assets to another Person or group of affiliated Persons,
unless:

(a) either (1) the Company shall be the continuing corporation or
(2) the Person (if other than the Company)

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formed by such consolidation or into which the Company is merged or to
which all or substantially all of the properties and assets of the
Company are transferred (i) shall be a corporation, partnership or
trust organized and validly existing under the laws of the United
States or any state thereof or the District of Columbia and (ii) shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all of the obligations of the Company under the Securities and
this Indenture and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction, and
the assumption contemplated by clause (a) above, no Event of Default,
and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing;

(c) except in the case of a merger or consolidation of the
Company and a Restricted Subsidiary, either (i) the Holders of a
majority of the Outstanding Securities of each series have consented to
such transaction, or (ii) immediately after giving effect to such
transaction, the Company or (if other than the Company) such successor
Person would be permitted to incur at least $1.00 of Secured Funded
Debt under the provisions of Section 1006(9) of the Indenture; and

(d) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and, if a supplemental indenture is
required in connection with such transaction, such supplemental
indenture, comply with this Article Eight and that all conditions
precedent herein provided for relating to such transaction have been
satisfied.

The successor Person formed by such consolidation or into which the
Company is merged, or the successor Person to which such conveyance, transfer or
lease is made, shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein, and thereafter, except in
the case of a lease of its properties and assets substantially as an entirety,
the Company shall be discharged and released from all obligations and covenants
under this Indenture and the Securities. The Trustee shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor Person and such discharge and release of the Company.

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ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the
benefit of such series) or to surrender any right or power herein
conferred upon the Company; or

(3) to add any additional Events of Default (and if such
additional Events of Default are to be in respect of less than all
series of Securities, stating that such Events of Default are expressly
being included solely for the benefit of one or more specified series);
or

(4) to add to or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable
as to principal, and with or without interest coupons, or to permit or
facilitate the issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination shall not modify the
rights of any Holder of an Outstanding Security of a series created
prior to the execution of such supplemental indenture and entitled to
the benefits of such provisions and shall only become effective with
respect to any such previously created series of Securities from and
after the date on which there is no Security of such series
Outstanding; or

(6) to secure the Securities pursuant to the requirements of
Section 1006 or otherwise; or

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(7) to establish the form or terms of Securities of any series
as permitted by Sections 201, 202 and 301 and to provide for the
issuance thereof; or

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611(b); or

(9) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, provided that such action
pursuant to this clause (9) shall not adversely affect the interests of
the Holders of Securities of any series in any material respect.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, or change any Place of Payment where, or the
coin or currency in which, any Security or any premium or, interest
thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or

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(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 513
or Section 1009, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby, provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in
the references to "the Trustee" and concomitant changes in this Section
and Section 1009, or the deletion of this proviso, in accordance with
the requirements of Sections 611(b) and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith,

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and such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture. Each installment of interest on each Security
may be paid by mailing a check for such interest payable to or upon the written
order of the Person to whom such interest is payable in accordance with Section
307.

SECTION 1002. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company

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shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of, or
any premium or interest on, any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (i) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company in the making of any payment in
respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

-56-
<PAGE> 65

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium, or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company mail to
the Holders of the Securities as to which the money to be repaid was held in
trust, as their names and addresses appear in the Security Register, a notice
that such moneys remain unclaimed and that, after a date specified in the
notice, which shall not be less than 30 days from the date on which the notice
was first mailed to the Holders of the Securities as to which the money to be
repaid was held in trust, any unclaimed balance of such moneys then remaining
will be paid to the Company free of the trust formerly impressed upon it.

SECTION 1004. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

-57-
<PAGE> 66

SECTION 1005. Existence.

Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence.

SECTION 1006. Limitation on Secured Funded Debt.

The Company shall not create, assume, guarantee, incur or issue any
Secured Funded Debt, or permit any Restricted Subsidiary so to do, without
making effective provision whereby the Securities then outstanding and having
the benefit of this Section shall be secured equally and ratably with (or prior
to) such Secured Funded Debt for so long as such debt shall be so secured,
except that the foregoing shall not prevent the Company or any Restricted
Subsidiary (without providing for any ratable security for the Holders of the
Securities) from creating, assuming, guaranteeing, incurring or issuing Secured
Funded Debt of the following character:

(1) with respect to any series of Securities, any Secured
Funded Debt existing on the date of issuance of the series;

(2) any Secured Funded Debt secured by a Lien on property owned
or leased by, or shares of capital stock or indebtedness of, a Person at the
time it becomes a Restricted Subsidiary;

(3) any Secured Funded Debt secured by a Lien existing on
property at the time of the acquisition or lease thereof by the Company or a
Restricted Subsidiary or created or incurred within 120 days after the date of
the acquisition (including acquisition through merger or consolidation) or lease
thereof;

(4) any Secured Funded Debt secured by a Lien on property of a
corporation existing at the time such corporation is merged or consolidated with
the Company or a Restricted Subsidiary or at the time of a sale, lease or other
disposition of the properties of a corporation as an entirety or substantially
as an entirety to the Company or a Restricted Subsidiary;

(5) any Secured Funded Debt incurred to purchase inventory,
equipment or other property acquired or held by the Company or any Restricted
Subsidiary that is secured by a Lien on the property so acquired, or to
construct or improve any property of the Company or any Restricted Subsidiary;

(6) any Secured Funded Debt secured by a Lien incurred or
assumed in connection with the issuance of revenue bonds the

-58-
<PAGE> 67

interest on which is exempt from federal income taxation pursuant to Section
103(a) and related sections of the Internal Revenue Code of 1986, as amended;

(7) any Secured Funded Debt of the Company or a Restricted
Subsidiary owing to the Company or to another Restricted Subsidiary;

(8) any Secured Funded Debt resulting from any Lien in favor of
the United States of America or any state thereof or any other country, or any
agency, instrumentality or political subdivision of any of the foregoing, to
secure partial, progress, advance or other payments or performance pursuant to
the provisions of any contract or statute;

(9) any Secured Funded Debt if immediately after giving effect
to the incurrence or issuance thereof, the sum of the aggregate amount of all
outstanding Secured Funded Debt of the Company and its Restricted Subsidiaries
incurred under this clause (9) of Section 1006 together with all Attributable
Debt of the Company and its Restricted Subsidiaries in respect of Sale and
Leaseback Transactions does not exceed 10% of Consolidated Net Tangible Assets.

(10) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any any Secured
Funded Debt referred to in clauses (1) through (9).

For the purposes of determining any particular amount of Secured Funded
Debt under this Section 1006, guarantees of or obligations with respect to
letters of credit supporting Secured Funded Debt otherwise included in the
determination of such amount shall not also be included. In the event that an
item of Secured Funded Debt meets the criteria of one or more of the categories
of Secured Funded Debt described in the above clauses, the Company, in its sole
discretion, shall classify such item of Secured Funded Debt and shall only be
required to include such item of Secured Funded Debt in one of such clauses.

SECTION 1007. Limitation on Sale and Leasebacks.

The Company shall not enter into any Sale and Leaseback Transaction
involving a Principal Property of the Company or any Restricted Subsidiary, nor
permit any Restricted Subsidiary so to do, unless either:

(1) the Company or such Restricted Subsidiary would be entitled
under Section 1006(9) to incur Secured Funded Debt, in a

-59-
<PAGE> 68

principal amount at least equal to the Attributable Debt with respect to such
Sale and Leaseback Transaction, secured by Liens on the property to be leased
without equally and ratably securing the Outstanding Securities having the
benefit of this Section 1007, or

(2) the Company during the 120 days immediately following the
effective date of such Sale and Leaseback Transaction causes to be applied an
amount equal to the Value of such Sale and Leaseback Transaction to either (i)
the voluntary retirement of Funded Debt (whether by redemption, defeasance,
repurchase, or otherwise), or (ii) the purchase of other property which will
constitute "Principal Property" having a fair value, as determined by the
Company, at least equal to the Value of such Sale and Leaseback Transaction, or

(3) the Company or a Restricted Subsidiary shall deliver to the
Trustee or other applicable trustee for cancellation Securities or Funded Debt
in an aggregate principal amount at least equal to the Value of such Sale and
Leaseback Transaction.

SECTION 1008. Limitation on Designation of Unrestricted Subsidiary as Restricted
Subsidiary.

The Company shall not designate as a Restricted Subsidiary any
Subsidiary that, immediately prior to such designation, was an Unrestricted
Subsidiary unless, immediately after giving effect to such designation, the
Company would be permitted to incur at least $1.00 of Secured Funded Debt under
the provisions of Section 1006(9) of the Indenture.

SECTION 1009. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 801, 1006, 1007 and 1008 with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

-60-
<PAGE> 69

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

SECTION 1102. Election to Redeem, Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of less than all the Securities of any series, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. If less than
all of the Securities of such series and of a specified tenor are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any

-61-
<PAGE> 70

Securities selected for partial redemption, the principal amount thereof to be
redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) the CUSIP number (if any);

(4) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case
of partial redemption of any Securities, the principal amounts)
of the particular Securities to be redeemed,

(5) that on the Redemption Date the Redemption Price
will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will cease
to accrue on and after said date,

(6) the place or places where such Securities are to
be surrendered for payment of the Redemption Price, and

(7) that the redemption is for a sinking fund, if such
is the case.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

-62-
<PAGE> 71

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting a its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

-63-
<PAGE> 72

ARTICLE FIVE

SINKING FUNDS

SECTION 1201. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series and (2)
may apply as a credit Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of such series required to
be made pursuant to the terms of such Securities as provided for by the terms of
such series; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the

-64-
<PAGE> 73

Trustee any Securities to be so delivered. Not less than 45 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections ll06 and ll07.

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

-65-
<PAGE> 74

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

EG&G, INC.

By ............................

Attest:

..............................

THE FIRST NATIONAL BANK OF BOSTON

By ............................

Attest:

..............................

-66-
<PAGE> 75

COMMONWEALTH OF MASSACHUSETTS )

) ss:

County Of __________________ )

On the ___ day of , , before me personally came to me known, who, being
by me duly sworn, did depose and say that he is of EG&G, Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

..............................

COMMONWEALTH OF MASSACHUSETTS )

) ss:

County Of __________________ )

On the day of , , before me personally came , to me known, who, being
by me duly sworn, did depose and say that he is of The First National Bank of
Boston, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

..............................

-67-

<PAGE> 1
EXHIBIT 5.1

May 30, 1995

EG&G, Inc.
45 William Street
Wellesley, MA 02181

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

I am Vice President, General Counsel and Clerk of EG&G, Inc., a
Massachusetts corporation (the "Company"). This opinion is being given in
connection with the proposed issuance and sale by the Company of $150,000,000
principal amount of Debt Securities (the "Debt Securities"), to be issued under
the Indenture between the Company and The First National Bank of Boston, as
trustee (the "Trustee").

I am familiar with the proceedings taken by the Company in respect of
the Debt Securities and have examined originals or certified or attested copies
of such certificates, records and documents as I deem necessary for the purposes
of this opinion.

I assume that the appropriate action will be taken, prior to the offer
and sale of the Debt Securities, to register and qualify the Debt Securities for
sale under all applicable state securities or "blue sky" laws.

Basing my opinion on the foregoing, I am of the opinion that upon
issuance and sale of the Debt Securities in accordance with the terms of the
Indenture, the Debt Securities will be validly issued, fully paid and
non-assessable.

<PAGE> 2

EG&G, Inc.
May 30, 1995
Page 2

I understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Debt Securities to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. I consent to the filing of this opinion with and as part of said
Registration Statement and the use of my name therein and in the related
Prospectus under the caption "Legal Matters".

Very truly yours,

Murray Gross

<PAGE> 1

EXHIBIT 12.1

EG&G, INC. AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
FISCAL YEARS ENDED QUARTERS ENDED
-------------------------------------------------------------- ---------------------
DEC. 30, DEC. 29, JAN. 3, JAN. 2, JAN. 1, APRIL 3, APRIL 2,
1990 1991 1993 1994 1995 1994 1995
-------- -------- -------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
(UNAUDITED)
(IN THOUSANDS WHERE APPLICABLE)
Earnings:
Income (loss) from continuing
operations before income
taxes........................ $ 67,022 $ 80,828 $ 66,702 $ 88,492 $ (17,123) $ 12,654 $ 15,473
Add (subtract) adjustments for
investments accounted for
under the equity method...... (230) 2,885 (232) (384) (248) 80 (311)
Add fixed charges:
Interest on indebtedness..... 10,528 8,833 7,241 6,264 5,419 965 1,593
Portion of rents
representative of the
interest factor............ 5,933 6,533 6,867 6,233 6,433 1,535 1,670
-------- -------- -------- --------- --------- -------- --------
Income (loss) as adjusted........ $ 83,253 $ 99,079 $ 80,578 $ 100,605 $ (5,519) $ 15,234 $ 18,425
======== ======== ======== ========= ========= ======== ========
Fixed charges:
Interest on indebtedness..... $ 10,528 $ 8,833 $ 7,241 $ 6,264 $ 5,419 $ 965 $ 1,593
Portion of rents
representative of the
interest factor............ 5,933 6,533 6,867 6,233 6,433 1,535 1,670
-------- -------- -------- --------- --------- -------- --------
Total fixed charges.............. $ 16,461 $ 15,366 $ 14,108 $ 12,497 $ 11,852 $ 2,500 $ 3,263
======== ======== ======== ========= ========= ======== ========
Ratio of earnings to fixed
charges........................ 5.06x 6.45x 5.71x 8.05x * 6.09x 5.65x
======== ======== ======== ========= ======== ========
</TABLE>

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

* Earnings in the fiscal year ended January 1, 1995 were inadequate to cover
fixed charges by $17.4 million. Income (loss) from continuing operations
before income taxes for this fiscal year includes a goodwill write-down of
$40.3 million and restructuring charges of $30.4 million. Without this
write-down and these charges, the ratio of earnings to fixed charges would
have been 5.50x.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our reports dated
January 25, 1995 included in EG&G, Inc.'s Annual Report on Form 10-K for the
fiscal year ended January 1, 1995 and to all references to our Firm included in
the Registration Statement.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
May 30, 1995

<PAGE> 1

EXHIBIT 23.3

CONSENT OF HALE AND DORR

We consent to the reference to our firm in this Registration Statement on
Form S-3 under the caption "Legal Matters" in the Prospectus Supplement included
as a part of this Registration Statement.

HALE AND DORR

Boston, Massachusetts
May 30, 1995

<PAGE> 1
EXHIBIT 25.1

SECURITIES ACT OF 1933 FILE NO: (IF APPLICATION TO DETERMINE ELIGIBILITY
OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2)
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B) (2)______

______________________

THE FIRST NATIONAL BANK OF BOSTON
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

04-2472499
(I.R.S. EMPLOYER IDENTIFICATION NO.)

100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

GARY A. SPEISS, CASHIER AND GENERAL COUNSEL
100 FEDERAL STREET, 24TH FLOOR, BOSTON, MASSACHUSETTS 02110 (617) 434-2870
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

_____________________

EG & G, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

MASSACHUSETTS 04-2052042
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

45 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

================================================================================
<PAGE> 2

1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.

Comptroller of the Currency of the United States,
Washington D.C. Board of Governors of the Federal Reserve System,
Washington, D.C Federal Deposit Insurance Corporation, Washington, D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

IF THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

None with respect to the Trustee.
(See Notes on page 2)
None with respect to Bank of Boston Corporation.

3. THROUGH 11. NOT APPLICABLE.

12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE

<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
<S> <C> <C>
N/A N/A N/A
</TABLE>

13. THROUGH 15. NOT APPLICABLE.

16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY
AND QUALIFICATION.

1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.

A certified copy of the Articles of Association of the trustee is filed
as Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and
is incorporated herein by reference thereto.

2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

<PAGE> 3

A copy of the certificate of T. McLean Griffin, Cashier of the trustee, dated
February 3, 1978, as to corporate succession containing copies of the
Certificate of the Comptroller of the Currency that The Massachusetts Bank,
National Association, into which The First National Bank of Boston was merged
effective January 4, 1971, is authorized to commence the business of banking as
a national banking association, as well as a certificate as to such merger is
filed as Exhibit No. 2 to statement of eligibility and qualification No.
22-9514 and is incorporated herein by reference thereto.

3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2) ABOVE.

A copy of a certificate of the Office of the Currency dated February 6,
1978 is filed as Exhibit No. 3 to statement of eligibility and qualification
No. 22-9514 and is incorporated herein by reference thereto.

4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A certified copy of the existing By-Laws of the trustee dated December
23, 1993 is filed as Exhibit No. 4 to statement of eligibility and
qualification No. 22-25754 and is incorporated herein by reference thereto.

5. THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(B) OF THE ACT.

The consent of the trustee required by Section 321(b) of the Act is
annexed hereto and made a part hereof.

6. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.

A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority
is annexed hereto as Exhibit 7 and made a part hereof.

NOTES

In answering any item in this Statement of Eligibility and Qualification
which relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information furnished
to it by the obligor and the underwriters, and the trustee disclaims
responsibility for the accuracy or completeness of such information.

The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

<PAGE> 4

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE
TRUSTEE, THE FIRST NATIONAL BANK OF BOSTON, A NATIONAL BANKING ASSOCIATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS
DULY CAUSED THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE TOWN OF
CANTON AND COMMONWEALTH OF MASSACHUSETTS, ON THE 3RD DAY OF MAY, 1995.

THE FIRST NATIONAL BANK OF BOSTON, Trustee

By: KECIA R. BANKS
-----------------------------
KECIA R. BANKS
SENIOR ACCOUNT ADMINISTRATOR

EXHIBIT 6

CONSENT OF TRUSTEE

PURSUANT TO THE REQUIREMENTS OF SECTION 321(B) OF THE TRUST INDENTURE
ACT OF 1939 IN CONNECTION WITH THE PROPOSED ISSUE OF EG & G, INC. DEBT
SECURITIES, WE HEREBY CONSENT THAT REPORTS OF EXAMINATIONS BY FEDERAL, STATE,
TERRITORIAL, OR DISTRICT AUTHORITIES MAY BE FURNISHED BY SUCH AUTHORITIES TO
THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST THEREFOR.

THE FIRST NATIONAL BANK OF BOSTON, Trustee

By: KECIA R. BANKS
-----------------------------
KECIA R. BANKS
SENIOR ACCOUNT ADMINISTRATOR

<PAGE> 5

<TABLE>
EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION, INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF

THE FIRST NATIONAL BANK OF BOSTON

In the Commonwealth of Massachusetts, at the close of business on December 31, 1994. Published in response to call made by
Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter number 200. Comptroller of the Currency
Northeastern District.

<CAPTION>
ASSETS
DOLLAR
AMOUNTS IN
THOUSANDS
-----------
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................ $ 1,862,093
Interest-bearing balances ........................................................ 1,551,280
Securities ............................................................................ 3,935,691
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds sold ............................................................... 758,937
Securities purchased under agreements to resell .................................. 0
Loans and lease financing receivables:
Loans and leases, net of unearned income ......................................... $25,796,462
LESS: Allowance for loan and lease losses ........................................ 534,630
LESS: Allocated transfer risk reserve ............................................ 0
Loans and leases, net of unearned income, allowance and reserve................... 25,261,832
Assets held in trading accounts ....................................................... 840,348
Premises and fixed assets (including capitalized leases)............................... 398,475
Other real estate owned ............................................................... 48,504
Investments in unconsolidated subsidiaries and associated companies.................... 103,670
Customers' liability to this bank on acceptances outstanding.......................... 304,031
Intangible assets ..................................................................... 651,394
Other assets .......................................................................... 1,170,251
-----------
TOTAL ASSETS .................................................................... $36,886,506
===========
LIABILITIES
Deposits:
In domestic offices .............................................................. $14,924,310
Noninterest-bearing .............................................................. $ 4,035,673
Interest-bearing ................................................................. 10,888,637
In foreign offices, Edge and Agreement subsidiaries, and IBF's 9,998,764
Noninterest-bearing .............................................................. 570,582
Interest-bearing ................................................................. 9,428,182
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased .......................................................... 2,464,904
Securities sold under agreements to repurchase ................................... 277,077
Demand notes issued to the U.S. Treasury .............................................. 364,045
Trading Liabilities ................................................................... 227,865
Other borrowed money .................................................................. 3,875,462
Mortgage indebtedness and obligations under capitalized leases ........................ 14,007
Bank's liability on acceptances executed and outstanding .............................. 305,512
Subordinated notes and debentures ..................................................... 979,167
Other liabilities ..................................................................... 1,022,105
TOTAL LIABILITIES ................................................................ $34,453,218
===========
Limited-life preferred stock and equity capital 0
</TABLE>

<PAGE> 6

<TABLE>
EQUITY CAPITAL

<S> <C>
Perpetual preferred stock and related surplus .......................................... $ 0
Common stock ........................................................................... 82,264
Surplus ................................................................................ 987,524
Undivided profits and capital reserves ................................................. 1,408,062
LESS: Net unrealized loss on marketable equity securities .............................. (39,027)
Cumulative foreign currency translation adjustments .................................... (5,535)
Total equity capital ................................................................... 2,433,288
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY ...................... $36,866,506
===========
</TABLE>

<PAGE> 7

I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.

ROBERT T. JEFFERSON

FEBRUARY 13, 1995

We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined
by us, and to the best of our knowledge and belief has beenprepared in
conformance with the instructions and is true and correct.

CHARLES K. GIFFORD
IRA STEPANIAN
J. DONALD MONAN
DIRECTORS

FEBRUARY 13, 1995