THERMO ELECTRON CORP
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>tmo2q02ex10-2.txt
<TEXT>
                                                                    EXHIBIT 10.2

Master Securities
Loan Agreement
2000 Version
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Dated as of:     April 4, 2002
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Between:         ABN AMRO Inc.
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and              Thermo Electron Corporation
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1.   Applicability.

     From time to time the parties hereto may enter into transactions in which
     one party ("Lender") will lend to the other party ("Borrower") certain
     Securities (as defined herein) against a transfer of Collateral (as defined
     herein). Each such transaction shall be referred to herein as a "Loan" and,
     unless otherwise agreed in writing, shall be governed by this Agreement,
     including any supplemental terms or conditions contained in an Annex or
     Schedule hereto and in any other annexes identified herein or therein as
     applicable hereunder. Capitalized terms not otherwise defined herein shall
     have the meanings provided in Section 25.

2.   Loans of Securities.

     2.1  Subject to the terms and conditions of this Agreement, Borrower or
          Lender may, from time to time, seek to initiate a transaction in which
          Lender will lend Securities to Borrower. Borrower and Lender shall
          agree on the terms of each Loan (which terms may be amended during the
          Loan), including the issuer of the Securities, the amount of
          Securities to be lent, the basis of compensation, the amount of
          Collateral to be transferred by Borrower, and any additional terms.
          Such agreement shall be confirmed (a) by a schedule and receipt
          listing the Loaned Securities provided by Borrower to Lender in
          accordance with Section 3.2, (b) through any system that compares
          Loans and in which Borrower and Lender are participants, or (c) in
          such other manner as may be agreed by Borrower and Lender in writing.
          Such confirmation (the "Confirmation"), together with the Agreement,
          shall constitute conclusive evidence of the terms agreed between
          Borrower and Lender with respect to the Loan to which the Confirmation
          relates, unless with respect to the Confirmation specific objection is
          made promptly after receipt thereof. In the event of any inconsistency
          between the terms of such Confirmation and this Agreement, this
          Agreement shall prevail unless each party has executed such
          Confirmation.

     2.2  Notwithstanding any other provision in this Agreement regarding when a
          Loan commences, unless otherwise agreed, a Loan hereunder shall not
          occur until the Loaned Securities and the Collateral therefor have
          been transferred in accordance with Section 15.
<PAGE>

     3.   Transfer of Loaned Securities.

     3.1  Unless otherwise agreed, Lender shall transfer Loaned Securities to
          Borrower hereunder on or before the Cutoff Time on the date agreed to
          by Borrower and Lender for the commencement of the Loan.

     3.2  Unless otherwise agreed, Borrower shall provide Lender, for each Loan
          in which Lender is a Customer, with a schedule and receipt listing the
          Loaned Securities. Such schedule and receipt may consist of (a) a
          schedule provided to Borrower by Lender and executed and returned by
          Borrower when the Loaned Securities are received, (b) in the case of
          Securities transferred through a Clearing Organization which provides
          transferors with a notice evidencing such transfer, such notice, or
          (c) a confirmation or other document provided to Lender by Borrower.

     3.3  Notwithstanding any other provision in this Agreement, the parties
          hereto agree that they intend the Loans hereunder to be loans of
          Securities. If, however, any Loan is deemed to be a loan of money by
          Borrower to Lender, then Borrower shall have, and Lender shall be
          deemed to have granted, a security interest in the Loaned Securities
          and the proceeds thereof.

4.   Collateral.

4.1  Unless otherwise agreed, Borrower shall, prior to or concurrently with the
     transfer of the Loaned Securities to Borrower, but in no case later than
     the Close of Business on the day of such transfer, transfer to Lender
     Collateral with a Market Value at least equal to the Margin Percentage of
     the Market Value of the Loaned Securities.

4.2  The Collateral transferred by Borrower to Lender, as adjusted pursuant to
     Section 9, shall be security for Borrower's obligations in respect of such
     Loan and for any other obligations of Borrower to Lender hereunder.
     Borrower hereby pledges with, assigns to, and grants Lender a continuing
     first priority security interest in, and a lien upon, the Collateral, which
     shall attach upon the transfer of the Loaned Securities by Lender to
     Borrower and which shall cease upon the transfer of the Loaned Securities
     by Borrower to Lender. In addition to the rights and remedies given to
     Lender hereunder, Lender shall have all the rights and remedies of a
     secured party under the UCC. It is understood that Lender may use or invest
     the Collateral, if such consists of cash, at its own risk, but that (unless
     Lender is a Broker-Dealer) Lender shall, during the term of any Loan
     hereunder, segregate Collateral from all securities or other assets in its
     possession. Lender may Retransfer Collateral only (a) if Lender is a
     Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of
     Collateral may be accomplished by appropriate identification on the books
     and records of Lender if it is a "securities intermediary" within the
     meaning of the UCC.

4.3  Except as otherwise provided herein, upon transfer to Lender of the Loaned
     Securities on the day a Loan is terminated pursuant to Section 6, Lender
     shall be obligated to transfer the Collateral (as adjusted pursuant to
     Section 9) to Borrower no later than the Cutoff Time on such day or, if
     such day is not a day on which a transfer of such Collateral may be
     effected under Section 15, the next day on which such a transfer may be
     effected.

4.4  If Borrower transfers Collateral to Lender, as provided in Section 4.1, and
     Lender does not transfer the Loaned Securities to Borrower, Borrower shall
     have the absolute right to the return of the Collateral; and if Lender

<PAGE>

     transfers Loaned Securities to Borrower and Borrower does not transfer
     Collateral to Lender as provided in Section 4.1, Lender shall have the
     absolute right to the return of the Loaned Securities.

4.5  Borrower may, upon reasonable notice to Lender (taking into account all
     relevant factors, including industry practice, the type of Collateral to be
     substituted, and the applicable method of transfer), substitute Collateral
     for Collateral securing any Loan or Loans; provided, however, that such
     substituted Collateral shall (a) consist only of cash, securities or other
     property that Borrower and Lender agreed would be acceptable Collateral
     prior to the Loan or Loans and (b) have a Market Value such that the
     aggregate Market Value of such substituted Collateral, together with all
     other Collateral for Loans in which the party substituting such Collateral
     is acting as Borrower, shall equal or exceed the agreed upon Margin
     Percentage of the Market Value of the Loaned Securities.

4.6  Prior to the expiration of any letter of credit supporting Borrower's
     obligations hereunder, Borrower shall, no later than the Extension
     Deadline, (a) obtain an extension of the expiration of such letter of
     credit, (b) replace such letter of credit by providing Lender with a
     substitute letter of credit in an amount at least equal to the amount of
     the letter of credit for which it is substituted, or (c) transfer such
     other Collateral to Lender as may be acceptable to Lender.

5.   Fees for Loan.


5.1  Unless otherwise agreed, (a) Borrower agrees to pay Lender a loan fee (a
     "Loan Fee"), computed daily on each Loan to the extent such Loan is secured
     by Collateral other than cash, based on the aggregate Market Value of the
     Loaned Securities on the day for which such Loan Fee is being computed, and
     (b) Lender agrees to pay Borrower a fee or rebate (a "Cash Collateral Fee")
     on Collateral consisting of cash, computed daily based on the amount of
     cash held by Lender as Collateral, in the case of each of the Loan Fee and
     the Cash Collateral Fee at such rates as Borrower and Lender may agree.
     Except as Borrower and Lender may otherwise agree (in the event that cash
     Collateral is transferred by clearing house funds or otherwise), Loan Fees
     shall accrue from and including the date on which the Loaned Securities are
     transferred to Borrower to, but excluding, the date on which such Loaned
     Securities are returned to Lender, and Cash Collateral Fees shall accrue
     from and including the date on which the cash Collateral is transferred to
     Lender to, but excluding, the date on which such cash Collateral is
     returned to Borrower.

5.2  Unless otherwise agreed, any Loan Fee or Cash Collateral Fee payable
     hereunder shall be payable:

     (a)  in the case of any Loan of Securities other than Government
          Securities, upon the earlier of (i) the fifteenth day of the month
          following the calendar month in which such fee was incurred and (ii)
          the termination of all Loans hereunder (or, if a transfer of cash in
          accordance with Section 15 may not be effected on such fifteenth day
          or the day of such termination, as the case may be, the next day on
          which such a transfer may be effected); and

     (b)  in the case of any Loan of Government Securities, upon the termination
          of such Loan and at such other times, if any, as may be customary in
          accordance with market practice.
<PAGE>


          Notwithstanding the foregoing, all Loan Fees shall be payable by
          Borrower immediately in the event of a Default hereunder by Borrower
          and all Cash Collateral Fees shall be payable immediately by Lender in
          the event of a Default by Lender.

6.   Termination of the Loan.

6.1   a)  Unless  otherwise  agreed,  either  party  may  terminate  a Loan on a
          termination  date established by notice given to the other party prior
          to the Close of  Business  on a Business  Day.  The  termination  date
          established  by a  termination  notice shall be a date no earlier than
          the standard settlement date that would apply to a purchase or sale of
          the Loaned Securities (in the case of a notice given by Lender) or the
          noncash Collateral securing the Loan (in the case of a notice given by
          Borrower)  entered into at the time of such notice,  which date shall,
          unless  Borrower and Lender agree to the contrary,  be (i) in the case
          of Government Securities,  the next Business Day following such notice
          and (ii) in the case of all other  Securities,  the third Business Day
          following such notice.

     (b)  Notwithstanding paragraph (a) and unless otherwise agreed, Borrower
          may terminate a Loan on any Business Day by giving notice to Lender
          and transferring the Loaned Securities to Lender before the Cutoff
          Time on such Business Day if (i) the Collateral for such Loan consists
          of cash or Government Securities or (ii) Lender is not permitted,
          pursuant to Section 4.2, to Retransfer Collateral.

     6.2  Unless otherwise agreed, Borrower shall, on or before the Cutoff Time
          on the termination date of a Loan, transfer the Loaned Securities to
          Lender; provided, however, that upon such transfer by Borrower, Lender
          shall transfer the Collateral (as adjusted pursuant to Section 9) to
          Borrower in accordance with Section 4.3.

7.   Rights in Respect of Loaned Securities and Collateral.

     7.1  Except as set forth in Sections 8.1 and 8.2 and as otherwise agreed by
          Borrower and Lender, until Loaned Securities are required to be
          redelivered to Lender upon termination of a Loan hereunder, Borrower
          shall have all of the incidents of ownership of the Loaned Securities,
          including the right to transfer the Loaned Securities to others.
          Lender hereby waives the right to vote, or to provide any consent or
          to take any similar action with respect to, the Loaned Securities in
          the event that the record date or deadline for such vote, consent or
          other action falls during the term of the Loan.

     7.2  Except as set forth in Sections 8.3 and 8.4 and as otherwise agreed by
          Borrower and Lender, if Lender may, pursuant to Section 4.2,
          Retransfer Collateral, Borrower hereby waives the right to vote, or to
          provide any consent or take any similar action with respect to, any
          such Collateral in the event that the record date or deadline for such
          vote, consent or other action falls during the term of a Loan and such
          Collateral is not required to be returned to Borrower pursuant to
          Section 4.5 or Section 9.

8.   Distributions.

8.1  Lender shall be entitled to receive all Distributions made on or in respect
     of the Loaned Securities which are not otherwise received by Lender, to the
     full extent it would be so entitled if the Loaned Securities had not been
     lent to Borrower.
<PAGE>

8.2  Any cash Distributions made on or in respect of the Loaned Securities,
     which Lender is entitled to receive pursuant to Section 8.1, shall be paid
     by the transfer of cash to Lender by Borrower, on the date any such
     Distribution is paid, in an amount equal to such cash Distribution, so long
     as Lender is not in Default at the time of such payment. Non-cash
     Distributions that Lender is entitled to receive pursuant to Section 8.1
     shall be added to the Loaned Securities on the date of distribution and
     shall be considered such for all purposes, except that if the Loan has
     terminated, Borrower shall forthwith transfer the same to Lender.

8.3  Borrower shall be entitled to receive all Distributions made on or in
     respect of non-cash Collateral which are not otherwise received by
     Borrower, to the full extent it would be so entitled if the Collateral had
     not been transferred to Lender.

8.4  Any cash Distributions made on or in respect of such Collateral, which
     Borrower is entitled to receive pursuant to Section 8.3, shall be paid by
     the transfer of cash to Borrower by Lender, on the date any such
     Distribution is paid, in an amount equal to such cash Distribution, so long
     as Borrower is not in Default at the time of such payment. Non-cash
     Distributions that Borrower is entitled to receive pursuant to Section 8.3
     shall be added to the Collateral on the date of distribution and shall be
     considered such for all purposes, except that if each Loan secured by such
     Collateral has terminated, Lender shall forthwith transfer the same to
     Borrower.

8.5  Unless otherwise agreed by the parties:

(a)  If (i) Borrower is required to make a payment (a "Borrower Payment") with
     respect to cash Distributions on Loaned Securities under Sections 8.1 and
     8.2 ("Securities Distributions"), or (ii) Lender is required to make a
     payment (a "Lender Payment") with respect to cash Distributions on
     Collateral under Sections 8.3 and 8.4 ("Collateral Distributions"), and
     (iii) Borrower or Lender, as the case may be ("Payor"), shall be required
     by law to collect any withholding or other tax, duty, fee, levy or charge
     required to be deducted or withheld from such Borrower Payment or Lender
     Payment ("Tax"), then Payor shall (subject to subsections (b) and (c)
     below), pay such additional amounts as may be necessary in order that the
     net amount of the Borrower Payment or Lender Payment received by the Lender
     or Borrower, as the case may be ("Payee"), after payment of such Tax equals
     the net amount of the Securities Distribution or Collateral Distribution
     that would have been received if such Securities Distribution or Collateral
     Distribution had been paid directly to the Payee.

(b)  No additional amounts shall be payable to a Payee under subsection (a)
     above to the extent that Tax would have been imposed on a Securities
     Distribution or Collateral Distribution paid directly to the Payee.

(c)  No additional amounts shall be payable to a Payee under subsection (a)
     above to the extent that such Payee is entitled to an exemption from, or
     reduction in the rate of, Tax on a Borrower Payment or Lender Payment
     subject to the provision of a certificate or other documentation, but has
     failed timely to provide such certificate or other documentation.

(d)  Each party hereto shall be deemed to represent that, as of the commencement
     of any Loan hereunder, no Tax would be imposed on any cash Distribution
     paid to it with respect to (i) Loaned Securities subject to a Loan in which

<PAGE>

     it is acting as Lender or (ii) Collateral for any Loan in which it is
     acting as Borrower, unless such party has given notice to the contrary to
     the other party hereto (which notice shall specify the rate at which such
     Tax would be imposed). Each party agrees to notify the other of any change
     that occurs during the term of a Loan in the rate of any Tax that would be
     imposed on any such cash Distributions payable to it.

8.6  To the extent that, under the provisions of Sections 8.1 through 8.5, (a) a
     transfer of cash or other property by Borrower would give rise to a Margin
     Excess or (b) a transfer of cash or other property by Lender would give
     rise to a Margin Deficit, Borrower or Lender (as the case may be) shall not
     be obligated to make such transfer of cash or other property in accordance
     with such Sections, but shall in lieu of such transfer immediately credit
     the amounts that would have been transferable under such Sections to the
     account of Lender or Borrower (as the case may be).

9. Mark to Market.

9.1  If Lender is a Customer, Borrower shall daily mark to market any Loan
     hereunder and in the event that at the Close of Trading on any Business Day
     the Market Value of the Collateral for any Loan to Borrower shall be less
     than 100% of the Market Value of all the outstanding Loaned Securities
     subject to such Loan, Borrower shall transfer additional Collateral no
     later than the Close of Business on the next Business Day so that the
     Market Value of such additional Collateral, when added to the Market Value
     of the other Collateral for such Loan, shall equal 100% of the Market Value
     of the Loaned Securities.

9.2  In addition to any rights of Lender under Section 9.1, if at any time the
     aggregate Market Value of all Collateral for Loans by Lender shall be less
     than the Margin Percentage of the Market Value of all the outstanding
     Loaned Securities subject to such Loans (a "Margin Deficit"), Lender may,
     by notice to Borrower, demand that Borrower transfer to Lender additional
     Collateral so that the Market Value of such additional Collateral, when
     added to the Market Value of all other Collateral for such Loans, shall
     equal or exceed the Margin Percentage of the Market Value of the Loaned
     Securities.

9.3  Subject to Borrower's obligations under Section 9.1, if at any time the
     Market Value of all Collateral for Loans to Borrower shall be greater than
     the Margin Percentage of the Market Value of all the outstanding Loaned
     Securities subject to such Loans (a "Margin Excess"), Borrower may, by
     notice to Lender, demand that Lender transfer to Borrower such amount of
     the Collateral selected by Borrower so that the Market Value of the
     Collateral for such Loans, after deduction of such amounts, shall thereupon
     not exceed the Margin Percentage of the Market Value of the Loaned
     Securities.

9.4  Borrower and Lender may agree, with respect to one or more Loans hereunder,
     to mark the values to market pursuant to Sections 9.2 and 9.3 by separately
     valuing the Loaned Securities lent and the Collateral given in respect
     thereof on a Loan-by-Loan basis.

9.5  Borrower and Lender may agree, with respect to any or all Loans hereunder,
     that the respective rights of Lender and Borrower under Sections 9.2 and
     9.3 may be exercised only where a Margin Excess or Margin Deficit exceeds a
     specified dollar amount or a specified percentage of the Market Value of
     the Loaned Securities under such Loans (which amount or percentage shall be
     agreed to by Borrower and Lender prior to entering into any such Loans).
<PAGE>

9.6  If any notice is given by Borrower or Lender under Sections 9.2 or 9.3 at
     or before the Margin Notice Deadline on any day on which a transfer of
     Collateral may be effected in accordance with Section 15, the party
     receiving such notice shall transfer Collateral as provided in such Section
     no later than the Close of Business on such day. If any such notice is
     given after the Margin Notice Deadline, the party receiving such notice
     shall transfer such Collateral no later than the Close of Business on the
     next Business Day following the day of such notice.

10. Representations.

     The parties to this Agreement hereby make the following representations and
     warranties, which shall continue during the term of any Loan hereunder:

10.1 Each party hereto represents and warrants that (a) it has the power to
     execute and deliver this Agreement, to enter into the Loans contemplated
     hereby and to perform its obligations hereunder, (b) it has taken all
     necessary action to authorize such execution, delivery and performance, and
     (c) this Agreement constitutes a legal, valid and binding obligation
     enforceable against it in accordance with its terms.

10.2 Each party hereto represents and warrants that it has not relied on the
     other for any tax or accounting advice concerning this Agreement and that
     it has made its own determination as to the tax and accounting treatment of
     any Loan and any dividends, remuneration or other funds received hereunder.

10.3 Each party hereto represents and warrants that it is acting for its own
     account unless it expressly specifies otherwise in writing and complies
     with Section 11.1(b).

10.4 Borrower represents and warrants that it has, or will have at the time of
     transfer of any Collateral, the right to grant a first priority security
     interest therein subject to the terms and conditions hereof.


10.5      (a) Borrower represents and warrants that it (or the person to whom it
          relends the Loaned Securities) is borrowing or will borrow Loaned
          Securities that are Equity Securities for the purpose of making
          delivery of such Loaned Securities in the case of short sales, failure
          to receive securities required to be delivered, or as otherwise
          permitted pursuant to Regulation T as in effect from time to time.

     (b)  Borrower and Lender may agree, as provided in Section 24.2, that
          Borrower shall not be deemed to have made the representation or
          warranty in subsection (a) with respect to any Loan. By entering into
          any such agreement, Lender shall be deemed to have represented and
          warranted to Borrower (which representation and warranty shall be
          deemed to be repeated on each day during the term of the Loan) that
          Lender is either (i) an "exempted borrower" within the meaning of
          Regulation T or (ii) a member of a national securities exchange or a
          broker or dealer registered with the U.S. Securities and Exchange
          Commission that is entering into such Loan to finance its activities
          as a market maker or an underwriter.

10.6  Lender  represents  and
          warrants that it has, or will have at the time of transfer of any
          Loaned Securities, the right to transfer the Loaned Securities subject
          to the terms and conditions hereof.

<PAGE>

11.  Covenants.

     11.1 Each party agrees either (a) to be liable as principal with respect to
          its obligations hereunder or (b) to execute and comply fully with the
          provisions of Annex I (the terms and conditions of which Annex are
          incorporated herein and made a part hereof).

     11.2 Promptly upon (and in any event within seven (7) Business Days after)
          demand by Lender, Borrower shall furnish Lender with Borrower's most
          recent publicly-available financial statements and any other financial
          statements mutually agreed upon by Borrower and Lender. Unless
          otherwise agreed, if Borrower is subject to the requirements of Rule
          17a-5(c) under the Exchange Act, it may satisfy the requirements of
          this Section by furnishing Lender with its most recent statement
          required to be furnished to customers pursuant to such Rule.

12.  Events of Default.

     All Loans hereunder may, at the option of the non-defaulting party (which
     option shall be deemed to have been exercised immediately upon the
     occurrence of an Act of Insolvency), be terminated immediately upon the
     occurrence of any one or more of the following events (individually, a
     "Default"):

12.1 if  any  Loaned   Securities  shall  not  be  transferred  to  Lender  upon
     termination of the Loan as required by Section 6;

12.2 if any Collateral  shall not be transferred to Borrower upon termination of
     the Loan as required by Sections 4.3 and 6;

12.3 if either party shall fail to transfer Collateral as required by Section 9;

12.4 if either party (a) shall fail to transfer to the other party amounts in
     respect of Distributions required to be transferred by Section 8, (b) shall
     have been notified of such failure by the other party prior to the Close of
     Business on any day, and (c) shall not have cured such failure by the
     Cutoff Time on the next day after such Close of Business on which a
     transfer of cash may be effected in accordance with Section 15;

12.5 if an Act of Insolvency occurs with respect to either party;

12.6 if any representation made by either party in respect of this Agreement or
     any Loan or Loans hereunder shall be incorrect or untrue in any material
     respect during the term of any Loan hereunder;

12.7 if either party notifies the other of its inability to or its intention not
     to perform its obligations hereunder or otherwise disaffirms, rejects or
     repudiates any of its obligations hereunder; or

12.8 if either party (a) shall fail to perform any material obligation under
     this Agreement not specifically set forth in clauses 12.1 through 12.7,
     above, including but not limited to the payment of fees as required by
     Section 5, and the payment of transfer taxes as required by Section 14, (b)
     shall have been notified of such failure by the other party prior to the
     Close of Business on any day, and (c) shall not have cured such failure by
     the Cutoff Time on the next day after such Close of Business on which a
     transfer of cash may be effected in accordance with Section 15.
<PAGE>

     The non-defaulting party shall (except upon the occurrence of an Act of
     Insolvency) give notice as promptly as practicable to the defaulting party
     of the exercise of its option to terminate all Loans hereunder pursuant to
     this Section 12.

13. Remedies.

13.1 Upon the occurrence of a Default under Section 12 entitling Lender to
     terminate all Loans hereunder, Lender shall have the right, in addition to
     any other remedies provided herein, (a) to purchase a like amount of Loaned
     Securities ("Replacement Securities") in the principal market for such
     Loaned Securities in a commercially reasonable manner, (b) to sell any
     Collateral in the principal market for such Collateral in a commercially
     reasonable manner and (c) to apply and set off the Collateral and any
     proceeds thereof (including any amounts drawn under a letter of credit
     supporting any Loan) against the payment of the purchase price for such
     Replacement Securities and any amounts due to Lender under Sections 5, 8,
     14 and 16. In the event that Lender shall exercise such rights, Borrower's
     obligation to return a like amount of the Loaned Securities shall
     terminate. Lender may similarly apply the Collateral and any proceeds
     thereof to any other obligation of Borrower under this Agreement, including
     Borrower's obligations with respect to Distributions paid to Borrower (and
     not forwarded to Lender) in respect of Loaned Securities. In the event that
     (i) the purchase price of Replacement Securities (plus all other amounts,
     if any, due to Lender hereunder) exceeds (ii) the amount of the Collateral,
     Borrower shall be liable to Lender for the amount of such excess together
     with interest thereon at a rate equal to (A) in the case of purchases of
     Foreign Securities, LIBOR, (B) in the case of purchases of any other
     Securities (or other amounts, if any, due to Lender hereunder), the Federal
     Funds Rate or (C) such other rate as may be specified in Schedule B, in
     each case as such rate fluctuates from day to day, from the date of such
     purchase until the date of payment of such excess. As security for
     Borrower's obligation to pay such excess, Lender shall have, and Borrower
     hereby grants, a security interest in any property of Borrower then held by
     or for Lender and a right of setoff with respect to such property and any
     other amount payable by Lender to Borrower. The purchase price of
     Replacement Securities purchased under this Section 13.1 shall include, and
     the proceeds of any sale of Collateral shall be determined after deduction
     of, broker's fees and commissions and all other reasonable costs, fees and
     expenses related to such purchase or sale (as the case may be). In the
     event Lender exercises its rights under this Section 13.1, Lender may elect
     in its sole discretion, in lieu of purchasing all or a portion of the
     Replacement Securities or selling all or a portion of the Collateral, to be
     deemed to have made, respectively, such purchase of Replacement Securities
     or sale of Collateral for an amount equal to the price therefor on the date
     of such exercise obtained from a generally recognized source or the last
     bid quotation from such a source at the most recent Close of Trading.
     Subject to Section 18, upon the satisfaction of all obligations hereunder,
     any remaining Collateral shall be returned to Borrower.

13.2 Upon the occurrence of a Default under Section 12 entitling Borrower to
     terminate all Loans hereunder, Borrower shall have the right, in addition
     to any other remedies provided herein, (a) to purchase a like amount of
     Collateral ("Replacement Collateral") in the principal market for such
     Collateral in a commercially reasonable manner, (b) to sell a like amount
     of the Loaned Securities in the principal market for such Loaned Securities
     in a commercially reasonable manner and (c) to apply and set off the Loaned
     Securities and any proceeds thereof against (i) the payment of the purchase
     price for such Replacement Collateral, (ii) Lender's obligation to return
     any cash or other Collateral, and (iii) any amounts due to Borrower under
     Sections 5, 8 and 16. In such event, Borrower may treat the Loaned
     Securities as its own and Lender's obligation to return a like amount of

<PAGE>

     the Collateral shall terminate; provided, however, that Lender shall
     immediately return any letters of credit supporting any Loan upon the
     exercise or deemed exercise by Borrower of its termination rights under
     Section 12. Borrower may similarly apply the Loaned Securities and any
     proceeds thereof to any other obligation of Lender under this Agreement,
     including Lender's obligations with respect to Distributions paid to Lender
     (and not forwarded to Borrower) in respect of Collateral. In the event that
     (i) the sales price received from such Loaned Securities is less than (ii)
     the purchase price of Replacement Collateral (plus the amount of any cash
     or other Collateral not replaced by Borrower and all other amounts, if any,
     due to Borrower hereunder), Lender shall be liable to Borrower for the
     amount of any such deficiency, together with interest on such amounts at a
     rate equal to (A) in the case of Collateral consisting of Foreign
     Securities, LIBOR, (B) in the case of Collateral consisting of any other
     Securities (or other amounts due, if any, to Borrower hereunder), the
     Federal Funds Rate or (C) such other rate as may be specified in Schedule
     B, in each case as such rate fluctuates from day to day, from the date of
     such sale until the date of payment of such deficiency. As security for
     Lender's obligation to pay such deficiency, Borrower shall have, and Lender
     hereby grants, a security interest in any property of Lender then held by
     or for Borrower and a right of setoff with respect to such property and any
     other amount payable by Borrower to Lender. The purchase price of any
     Replacement Collateral purchased under this Section 13.2 shall include, and
     the proceeds of any sale of Loaned Securities shall be determined after
     deduction of, broker's fees and commissions and all other reasonable costs,
     fees and expenses related to such purchase or sale (as the case may be). In
     the event Borrower exercises its rights under this Section 13.2, Borrower
     may elect in its sole discretion, in lieu of purchasing all or a portion of
     the Replacement Collateral or selling all or a portion of the Loaned
     Securities, to be deemed to have made, respectively, such purchase of
     Replacement Collateral or sale of Loaned Securities for an amount equal to
     the price therefor on the date of such exercise obtained from a generally
     recognized source or the last bid quotation from such a source at the most
     recent Close of Trading. Subject to Section 18, upon the satisfaction of
     all Lender's obligations hereunder, any remaining Loaned Securities (or
     remaining cash proceeds thereof) shall be returned to Lender.

13.3 Unless otherwise agreed, the parties acknowledge and agree that (a) the
     Loaned Securities and any Collateral consisting of Securities are of a type
     traded in a recognized market, (b) in the absence of a generally recognized
     source for prices or bid or offer quotations for any security, the
     non-defaulting party may establish the source therefor in its sole
     discretion, and (c) all prices and bid and offer quotations shall be
     increased to include accrued interest to the extent not already included
     therein (except to the extent contrary to market practice with respect to
     the relevant Securities).

13.4 In addition to its rights hereunder, the non-defaulting party shall have
     any rights otherwise available to it under any other agreement or
     applicable law.

14.  Transfer Taxes.

     All transfer taxes with respect to the transfer of the Loaned Securities by
     Lender to Borrower and by Borrower to Lender upon termination of the Loan
     and with respect to the transfer of Collateral by Borrower to Lender and by
     Lender to Borrower upon termination of the Loan or pursuant to Section 4.5
     or Section 9 shall be paid by Borrower.
<PAGE>

15.  Transfers.

15.1 All transfers by either Borrower or Lender of Loaned Securities or
     Collateral consisting of "financial assets" (within the meaning of the UCC)
     hereunder shall be by (a) in the case of certificated securities, physical
     delivery of certificates representing such securities together with duly
     executed stock and bond transfer powers, as the case may be, with
     signatures guaranteed by a bank or a member firm of the New York Stock
     Exchange, Inc., (b) registration of an uncertificated security in the
     transferee's name by the issuer of such uncertificated security, (c) the
     crediting by a Clearing Organization of such financial assets to the
     transferee's "securities account" (within the meaning of the UCC)
     maintained with such Clearing Organization, or (d) such other means as
     Borrower and Lender may agree.

15.2 All transfers of cash hereunder shall be by (a) wire transfer in
     immediately available, freely transferable funds or (b) such other means as
     Borrower and Lender may agree.

15.3 All transfers of letters of credit from Borrower to Lender shall be made by
     physical delivery to Lender of an irrevocable letter of credit issued by a
     "bank" as defined in Section 3(a)(6)(A)-(C) of the Exchange Act. Transfers
     of letters of credit from Lender to Borrower shall be made by causing such
     letters of credit to be returned or by causing the amount of such letters
     of credit to be reduced to the amount required after such transfer.

15.4 A transfer of Securities, cash or letters of credit may be effected under
     this Section 15 on any day except (a) a day on which the transferee is
     closed for business at its address set forth in Schedule A hereto or (b) a
     day on which a Clearing Organization or wire transfer system is closed, if
     the facilities of such Clearing Organization or wire transfer system are
     required to effect such transfer.

15.5 For the avoidance of doubt, the parties agree and acknowledge that the term
     "securities," as used herein (except in this Section 15), shall include any
     "security entitlements" with respect to such securities (within the meaning
     of the UCC). In every transfer of "financial assets" (within the meaning of
     the UCC) hereunder, the transferor shall take all steps necessary (a) to
     effect a delivery to the transferee under Section 8-301 of the UCC, or to
     cause the creation of a security entitlement in favor of the transferee
     under Section 8-501 of the UCC, (b) to enable the transferee to obtain
     "control" (within the meaning of Section 8-106 of the UCC), and (c) to
     provide the transferee with comparable rights under any applicable foreign
     law or regulation.

16.  Contractual Currency.

16.1 Borrower and Lender agree that (a) any payment in respect of a Distribution
     under Section 8 shall be made in the currency in which the underlying
     Distribution of cash was made, (b) any return of cash shall be made in the
     currency in which the underlying transfer of cash was made, and (c) any
     other payment of cash in connection with a Loan under this Agreement shall
     be in the currency agreed upon by Borrower and Lender in connection with
     such Loan (the currency established under clause (a), (b) or (c)
     hereinafter referred to as the "Contractual Currency"). Notwithstanding the
     foregoing, the payee of any such payment may, at its option, accept tender
     thereof in any other currency; provided, however, that, to the extent
     permitted by applicable law, the obligation of the payor to make such
     payment will be discharged only to the extent of the amount of Contractual
     Currency that such payee may, consistent with normal banking 12 procedures,

<PAGE>

     purchase with such other currency (after deduction of any premium and costs
     of exchange) on the banking day next succeeding its receipt of such
     currency.

16.2 If for any reason the amount in the Contractual Currency received under
     Section 16.1, including amounts received after conversion of any recovery
     under any judgment or order expressed in a currency other than the
     Contractual Currency, falls short of the amount in the Contractual Currency
     due in respect of this Agreement, the party required to make the payment
     will (unless a Default has occurred and such party is the non-defaulting
     party) as a separate and independent obligation and to the extent permitted
     by applicable law, immediately pay such additional amount in the
     Contractual Currency as may be necessary to compensate for the shortfall.

 16.3 If for any reason the amount in the Contractual Currency received under
     Section 16.1 exceeds the amount in the Contractual Currency due in respect
     of this Agreement, then the party receiving the payment will (unless a
     Default has occurred and such party is the non-defaulting party) refund
     promptly the amount of such excess.

 17. ERISA.  Lender shall, if any
     of the Securities transferred to the Borrower hereunder for any Loan have
     been or shall be obtained, directly or indirectly, from or using the assets
     of any Plan, so notify Borrower in writing upon the execution of this
     Agreement or upon initiation of such Loan under Section 2.1. If Lender so
     notifies Borrower, then Borrower and Lender shall conduct the Loan in
     accordance with the terms and conditions of Department of Labor Prohibited
     Transaction Exemption 81-6 (46 Fed. Reg. 7527, Jan. 23, 1981; as amended,
     52 Fed. Reg. 18754, May 19, 1987), or any successor thereto (unless
     Borrower and Lender have agreed prior to entering into a Loan that such
     Loan will be conducted in reliance on another exemption, or without relying
     on any exemption, from the prohibited transaction provisions of Section 406
     of the Employee Retirement Income Security Act of 1974, as amended, and
     Section 4975 of the Internal Revenue Code of 1986, as amended). Without
     limiting the foregoing and notwithstanding any other provision of this
     Agreement, if the Loan will be conducted in accordance with Prohibited
     Transaction Exemption 81-6, then:

17.1 Borrower represents and warrants to Lender that it is either (a) a bank
     subject to federal or state supervision, (b) a broker-dealer registered
     under the Exchange Act or (c) exempt from registration under Section
     15(a)(1) of the Exchange Act as a dealer in Government Securities.

17.2 Borrower represents and warrants that, during the term of any Loan
     hereunder, neither Borrower nor any affiliate of Borrower has any
     discretionary authority or control with respect to the investment of the
     assets of the Plan involved in the Loan or renders investment advice
     (within the meaning of 29 C.F.R. Section 2510.3-21(c)) with respect to the
     assets of the Plan involved in the Loan. Lender agrees that, prior to or at
     the commencement of any Loan hereunder, it will communicate to Borrower
     information regarding the Plan sufficient to identify to Borrower any
     person or persons that have discretionary authority or control with respect
     to the investment of the assets of the Plan involved in the Loan or that
     render investment advice (as defined in the preceding sentence) with
     respect to the assets of the Plan involved in the Loan. In the event Lender
     fails to communicate and keep current during the term of any Loan such
     information, Lender rather than Borrower shall be deemed to have made the
     representation and warranty in the first sentence of this Section 17.2.
<PAGE>

17.3 Borrower shall mark to market daily each Loan hereunder pursuant to Section
     9.1 as is required if Lender is a Customer.

17.4  Borrower  and  Lender  agree  that:

     (a)  the term "Collateral" shall mean cash, securities issued or guaranteed
          by the United States government or its agencies or instrumentalities,
          or irrevocable bank letters of credit issued by a person other than
          Borrower or an affiliate thereof;

     (b)  prior to the making of any Loans hereunder, Borrower shall provide
          Lender with (i) the most recent available audited statement of
          Borrower's financial condition and (ii) the most recent available
          unaudited statement of Borrower's financial condition (if more recent
          than the most recent audited statement), and each Loan made hereunder
          shall be deemed a representation by Borrower that there has been no
          material adverse change in Borrower's financial condition subsequent
          to the date of the latest financial statements or information
          furnished in accordance herewith;

     (c)  the Loan may be terminated by Lender at any time, whereupon Borrower
          shall deliver the Loaned Securities to Lender within the lesser of (i)
          the customary delivery period for such Loaned Securities, (ii) five
          Business Days, and (iii) the time negotiated for such delivery between
          Borrower and Lender; provided, however, that Borrower and Lender may
          agree to a longer period only if permitted by Prohibited Transaction
          Exemption 81-6; and

     (d)  the Collateral transferred shall be security only for obligations of
          Borrower to the Plan with respect to Loans, and shall not be security
          for any obligation of Borrower to any agent or affiliate of the Plan.

18.  Single Agreement.

     Borrower and Lender acknowledge that, and have entered into this Agreement
     in reliance on the fact that, all Loans hereunder constitute a single
     business and contractual relationship and have been entered into in
     consideration of each other. Accordingly, Borrower and Lender hereby agree
     that payments, deliveries and other transfers made by either of them in
     respect of any Loan shall be deemed to have been made in consideration of
     payments, deliveries and other transfers in respect of any other Loan
     hereunder, and the obligations to make any such payments, deliveries and
     other transfers may be applied against each other and netted. In addition,
     Borrower and Lender acknowledge that, and have entered into this Agreement
     in reliance on the fact that, all Loans hereunder have been entered into in
     consideration of each other. Accordingly, Borrower and Lender hereby agree
     that (a) each shall perform all of its obligations in respect of each Loan
     hereunder, and that a default in the performance of any such obligation by
     Borrower or by Lender (the "Defaulting Party") in any Loan hereunder shall
     constitute a default by the Defaulting Party under all such Loans
     hereunder, and (b) the non-defaulting party shall be entitled to set off
     claims and apply property held by it in respect of any Loan hereunder
     against obligations owing to it in respect of any other Loan with the
     Defaulting Party.

19.  APPLICABLE LAW.

     THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
     OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
     PRINCIPLES THEREOF.
<PAGE>

20.  Waiver.

     The failure of a party to this Agreement to insist upon strict adherence to
     any term of this Agreement on any occasion shall not be considered a waiver
     or deprive that party of the right thereafter to insist upon strict
     adherence to that term or any other term of this Agreement. All waivers in
     respect of a Default must be in writing.

21.  Survival of  Remedies.  All remedies  hereunder  and all  obligations  with
     respect to any Loan shall  survive the  termination  of the relevant  Loan,
     return  of  Loaned   Securities  or  Collateral  and  termination  of  this
     Agreement.

22.  Notices and Other Communications. Any and all notices, statements, demands
     or other communications hereunder may be given by a party to the other by
     telephone, mail, facsimile, e-mail, electronic message, telegraph,
     messenger or otherwise to the individuals and at the facsimile numbers and
     addresses specified with respect to it in Schedule A hereto, or sent to
     such party at any other place specified in a notice of change of number or
     address hereafter received by the other party. Any notice, statement,
     demand or other communication hereunder will be deemed effective on the day
     and at the time on which it is received or, if not received, on the day and
     at the time on which its delivery was in good faith attempted; provided,
     however, that any notice by a party to the other party by telephone shall
     be deemed effective only if (a) such notice is followed by written
     confirmation thereof and (b) at least one of the other means of providing
     notice that are specifically listed above has previously been attempted in
     good faith by the notifying party.

23.  SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

23.1 EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE
     NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
     COURT SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH
     COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO
     ENFORCE ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT
     OR ANY LOAN HEREUNDER AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY
     EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
     OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF
     JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE.

23.2 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO
     TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
     RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

24.  Miscellaneous.

     24.1 Except as otherwise agreed by the parties, this Agreement supersedes
          any other agreement between the parties hereto concerning loans of
          Securities between Borrower and Lender. This Agreement shall not be
          assigned by either party without the prior written consent of the
          other party and any attempted assignment without such consent shall be
          null and void. Subject to the foregoing, this Agreement shall be

<PAGE>

          binding upon and shall inure to the benefit of Borrower and Lender and
          their respective heirs, representatives, successors and assigns. This
          Agreement may be terminated by either party upon notice to the other,
          subject only to fulfillment of any obligations then outstanding. This
          Agreement shall not be modified, except by an instrument in writing
          signed by the party against whom enforcement is sought. The parties
          hereto acknowledge and agree that, in connection with this Agreement
          and each Loan hereunder, time is of the essence. Each provision and
          agreement herein shall be treated as separate and independent from any
          other provision herein and shall be enforceable notwithstanding the
          unenforceability of any such other provision or agreement.

     24.2 Any agreement between Borrower and Lender pursuant to Section 10.5(b)
          or Section 25.37 shall be made (a) in writing, (b) orally, if
          confirmed promptly in writing or through any system that compares
          Loans and in which Borrower and Lender are participants, or (c) in
          such other manner as may be agreed by Borrower and Lender in writing.

25.  Definitions.

     For  the purposes hereof:

     25.1 "Act of Insolvency" shall mean, with respect to any party, (a) the
          commencement by such party as debtor of any case or proceeding under
          any bankruptcy, insolvency, reorganization, liquidation, moratorium,
          dissolution, delinquency or similar law, or such party's seeking the
          appointment or election of a receiver, conservator, trustee, custodian
          or similar official for such party or any substantial part of its
          property, or the convening of any meeting of creditors for purposes of
          commencing any such case or proceeding or seeking such an appointment
          or election, (b) the commencement of any such case or proceeding
          against such party, or another seeking such an appointment or
          election, or the filing against a party of an application for a
          protective decree under the provisions of the Securities Investor
          Protection Act of 1970, which (i) is consented to or not timely
          contested by such party, (ii) results in the entry of an order for
          relief, such an appointment or election, the issuance of such a
          protective decree or the entry of an order having a similar effect, or
          (iii) is not dismissed within 15 days, (c) the making by such party of
          a general assignment for the benefit of creditors, or (d) the
          admission in writing by such party of such party's inability to pay
          such party's debts as they become due.

     25.2 "Bankruptcy Code" shall have the meaning assigned in Section 26.1

     25.3 "Borrower" shall have the meaning assigned in Section 1.

     25.4 "Borrower Payment" shall have the meaning assigned in Section 8.5(a).

     25.5 "Broker-Dealer" shall mean any person that is a broker (including a
          municipal securities broker), dealer, municipal securities dealer,
          government securities broker or government securities dealer as
          defined in the Exchange Act, regardless of whether the activities of
          such person are conducted in the United States or otherwise require
          such person to register with the U.S. Securities and Exchange
          Commission or other regulatory body.

     25.6 "Business Day" shall mean, with respect to any Loan hereunder, a day
          on which regular trading occurs in the principal market for the Loaned
          Securities subject to such Loan, provided, however, that for purposes
          of determining the Market Value of any Securities hereunder, such term
          shall mean a day on which regular trading occurs in the principal
          market for the Securities whose value is being determined.

<PAGE>

          Notwithstanding the foregoing, (a) for purposes of Section 9,
          "Business Day" shall mean any day on which regular trading occurs in
          the principal market for any Loaned Securities or for any Collateral
          consisting of Securities under any outstanding Loan hereunder and
          "next Business Day" shall mean the next day on which a transfer of
          Collateral may be effected in accordance with Section 15, and (b) in
          no event shall a Saturday or Sunday be considered a Business Day.

     25.7 "Cash Collateral Fee" shall have the meaning assigned in Section 5.1.

     25.8 "Clearing Organization" shall mean (a) The Depository Trust Company,
          or, if agreed to by Borrower and Lender, such other "securities
          intermediary" (within the meaning of the UCC) at which Borrower (or
          Borrower's agent) and Lender (or Lender's agent) maintain accounts, or
          (b) a Federal Reserve Bank, to the extent that it maintains a
          book-entry system.

     25.9 "Close of Business" shall mean the time established by the parties in
          Schedule B or otherwise orally or in writing or, in the absence of any
          such agreement, as shall be determined in accordance with market
          practice.

     25.10"Close of Trading" shall mean, with respect to any Security, the end
          of the primary trading session established by the principal market for
          such Security on a Business Day, unless otherwise agreed by the
          parties.

     25.11"Collateral" shall mean, whether now owned or hereafter acquired and
          to the extent permitted by applicable law, (a) any property which
          Borrower and Lender agree prior to the Loan shall be acceptable
          collateral and which is transferred to Lender pursuant to Sections 4
          or 9 (including as collateral, for definitional purposes, any letters
          of credit mutually acceptable to Lender and Borrower), (b) any
          property substituted therefor pursuant to Section 4.5, (c) all
          accounts in which such property is deposited and all securities and
          the like in which any cash collateral is invested or reinvested, and
          (d) any proceeds of any of the foregoing; provided, however, that if
          Lender is a Customer, "Collateral" shall (subject to Section 17.4(a),
          if applicable) be limited to cash, U.S. Treasury bills and notes, an
          irrevocable letter of credit issued by a "bank" (as defined in Section
          3(a)(6)(A)-(C) of the Exchange Act), and any other property permitted
          to serve as collateral securing a loan of securities under Rule 15c3-3
          under the Exchange Act or any comparable regulation of the Secretary
          of the Treasury under Section 15C of the Exchange Act (to the extent
          that Borrower is subject to such Rule or comparable regulation)
          pursuant to exemptive, interpretive or no-action relief or otherwise.
          If any new or different Security shall be exchanged for any Collateral
          by recapitalization, merger, consolidation or other corporate action,
          such new or different Security shall, effective upon such exchange, be
          deemed to become Collateral in substitution for the former Collateral
          for which such exchange is made. For purposes of return of Collateral
          by Lender or purchase or sale of Securities pursuant to Section 13,
          such term shall include Securities of the same issuer, class and
          quantity as the Collateral initially transferred by Borrower to
          Lender, as adjusted pursuant to the preceding sentence.

     25.12"Collateral  Distributions" shall have the meaning assigned in Section
          8.5(a).  25.13  "Confirmation"  shall  have the  meaning  assigned  in
          Section  2.1.  25.14  "Contractual  Currency"  shall have the  meaning
          assigned in Section 16.1.
<PAGE>

     25.15"Customer" shall mean any person that is a customer of Borrower under
          Rule 15c3-3 under the Exchange Act or any comparable regulation of the
          Secretary of the Treasury under Section 15C of the Exchange Act (to
          the extent that Borrower is subject to such Rule or comparable
          regulation).

     25.16"Cutoff Time" shall mean a time on a Business Day by which a transfer
          of cash, securities or other property must be made by Borrower or
          Lender to the other, as shall be agreed by Borrower and Lender in
          Schedule B or otherwise orally or in writing or, in the absence of any
          such agreement, as shall be determined in accordance with market
          practice.

     25.17 "Default" shall have the meaning assigned in Section 12.

     25.18 "Defaulting Party" shall have the meaning assigned in Section 18.

     25.19"Distribution" shall mean, with respect to any Security at any time,
          any distribution made on or in respect of such Security, including,
          but not limited to: (a) cash and all other property, (b) stock
          dividends, (c) Securities received as a result of split ups of such
          Security and distributions in respect thereof, (d) interest payments,
          (e) all rights to purchase additional Securities, and (f) any cash or
          other consideration paid or provided by the issuer of such Security in
          exchange for any vote, consent or the taking of any similar action in
          respect of such Security (regardless of whether the record date for
          such vote, consent or other action falls during the term of the Loan).
          In the event that the holder of a Security is entitled to elect the
          type of distribution to be received from two or more alternatives,
          such election shall be made by Lender, in the case of a Distribution
          in respect of the Loaned Securities, and by Borrower, in the case of a
          Distribution in respect of Collateral.

     25.20"Equity Security" shall mean any security (as defined in the Exchange
          Act) other than a "nonequity security," as defined in Regulation T.

     25.21"Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
          amended.

     25.22"Extension Deadline" shall mean, with respect to a letter of credit,
          the Cutoff Time on the Business Day preceding the day on which the
          letter of credit expires.

     25.23 "FDIA" shall have the meaning assigned in Section 26.4.

     25.24 "FDICIA" shall have the meaning assigned in Section 26.5.

     25.25"Federal Funds Rate" shall mean the rate of interest (expressed as an
          annual rate), as published in Federal Reserve Statistical Release
          H.15(519) or any publication substituted therefor, charged for federal
          funds (dollars in immediately available funds borrowed by banks on an
          overnight unsecured basis) on that day or, if that day is not a
          banking day in New York City, on the next preceding banking day.

     25.26"Foreign Securities" shall mean, unless otherwise agreed, Securities
          that are principally cleared and settled outside the United States.

     25.27"Government Securities" shall mean government securities as defined in
          Section 3(a)(42)(A)-(C) of the Exchange Act.

     25.28"Lender" shall have the meaning  assigned in Section 1.
<PAGE>


     25.29 "Lender Payment" shall have the meaning assigned in Section 8.5(a).

     25.30"LIBOR" shall mean for any date, the offered rate for deposits in U.S.
          dollars for a period of three months which appears on the Reuters
          Screen LIBO page as of 11:00 a.m., London time, on such date (or, if
          at least two such rates appear, the arithmetic mean of such rates).

     25.31 "Loan" shall have the meaning assigned in Section 1.

     25.32 "Loan Fee" shall have the meaning assigned in Section 5.1.

     25.33"Loaned Security" shall mean any Security transferred in a Loan
          hereunder until such Security (or an identical Security) is
          transferred back to Lender hereunder, except that, if any new or
          different Security shall be exchanged for any Loaned Security by
          recapitalization, merger, consolidation or other corporate action,
          such new or different Security shall, effective upon such exchange, be
          deemed to become a Loaned Security in substitution for the former
          Loaned Security for which such exchange is made. For purposes of
          return of Loaned Securities by Borrower or purchase or sale of
          Securities pursuant to Section 13, such term shall include Securities
          of the same issuer, class and quantity as the Loaned Securities, as
          adjusted pursuant to the preceding sentence.

     25.34 "Margin Deficit" shall have the meaning assigned in Section 9.2.

     25.35 "Margin Excess" shall have the meaning assigned in Section 9.3.

     25.36"Margin Notice Deadline" shall mean the time agreed to by the parties
          in the relevant Confirmation, Schedule B hereto or otherwise as the
          deadline for giving notice requiring same-day satisfaction of
          mark-to-market obligations as provided in Section 9 hereof (or, in the
          absence of any such agreement, the deadline for such purposes
          established in accordance with market practice).

     25.37"Margin Percentage" shall mean, with respect to any Loan as of any
          date, a percentage agreed by Borrower and Lender, which shall be not
          less than 100%, unless (a) Borrower and Lender agree otherwise, as
          provided in Section 24.2, and (b) Lender is not a Customer.
          Notwithstanding the previous sentence, in the event that the writing
          or other confirmation evidencing the agreement described in clause (a)
          does not set out such percentage with respect to any such Loan, the
          Margin Percentage shall not be a percentage less than the percentage
          obtained by dividing (i) the Market Value of the Collateral required
          to be transferred by Borrower to Lender with respect to such Loan at
          the commencement of the Loan by (ii) the Market Value of the Loaned
          Securities required to be transferred by Lender to Borrower at the
          commencement of the Loan.

     25.38"Market Value" shall have the meaning set forth in Annex II or
          otherwise agreed to by Borrower and Lender in writing. Notwithstanding
          the previous sentence, in the event that the meaning of Market Value
          has not been set forth in Annex II or in any other writing, as
          described in the previous sentence, Market Value shall be determined
          in accordance with market practice for the Securities, based on the
          price for such Securities as of the most recent Close of Trading
          obtained from a generally recognized source agreed to by the parties
          or the closing bid quotation at the most recent Close of Trading
          obtained from such source, plus accrued interest to the extent not
          included therein (other than any interest credited or transferred to,
          or applied to the obligations of, the other party pursuant to Section
          8, unless market practice with respect to the valuation of such

<PAGE>

          Securities in connection with securities loans is to the contrary). If
          the relevant quotation did not exist at such Close of Trading, then
          the Market Value shall be the relevant quotation on the next preceding
          Close of Trading at which there was such a quotation. The
          determinations of Market Value provided for in Annex II or in any
          other writing described in the first sentences of this Section 25.38
          or, if applicable, in the preceding sentence shall apply for all
          purposes under this Agreement, except for purposes of Section 13.

     25.39 "Payee" shall have the meaning assigned in Section 8.5(a).

     25.40 "Payor" shall have the meaning assigned in Section 8.5(a).

     25.41"Plan" shall mean: (a) any "employee benefit plan" as defined in
          Section 3(3) of the Employee Retirement Income Security Act of 1974
          which is subject to Part 4 of Subtitle B of Title I of such Act; (b)
          any "plan" as defined in Section 4975(e)(1) of the Internal Revenue
          Code of 1986; or (c) any entity the assets of which are deemed to be
          assets of any such "employee benefit plan" or "plan" by reason of the
          Department of Labor's plan asset regulation, 29 C.F.R. Section
          2510.3-101.

     25.42"Regulation T" shall mean Regulation T of the Board of Governors of
          the Federal Reserve System, as in effect from time to time.

     25.43"Retransfer" shall mean, with respect to any Collateral, to pledge,
          repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise
          transfer such Collateral, or to re-register any such Collateral
          evidenced by physical certificates in any name other than Borrower's.

     25.44"Securities"  shall mean  securities  or, if agreed by the  parties in
          writing, other assets.

     25.45"Securities  Distributions" shall have the meaning assigned in Section
          8.5(a).

     25.46 "Tax" shall have the meaning assigned in Section 8.5(a).

     25.47 "UCC" shall mean the New York Uniform Commercial Code.

26.  Intent.

26.1 The parties recognize that each Loan hereunder is a "securities contract,"
     as such term is defined in Section 741 of Title 11 of the United States
     Code (the "Bankruptcy Code"), as amended (except insofar as the type of
     assets subject to the Loan would render such definition inapplicable).

26.2 It is understood that each and every transfer of funds, securities and
     other property under this Agreement and each Loan hereunder is a
     "settlement payment" or a "margin payment," as such terms are used in
     Sections 362(b)(6) and 546(e) of the Bankruptcy Code.

26.3 It is understood that the rights given to Borrower and Lender hereunder
     upon a Default by the other constitute the right to cause the liquidation
     of a securities contract and the right to set off mutual debts and claims
     in connection with a securities contract, as such terms are used in
     Sections 555 and 362(b)(6) of the Bankruptcy Code.

26.4 The parties agree and acknowledge that if a party hereto is an "insured
     depository institution," as such term is defined in the Federal Deposit
     Insurance Act, as amended ("FDIA"), then each Loan hereunder is a
     "securities contract" and "qualified financial contract," as such terms are

<PAGE>

     defined in the FDIA and any rules, orders or policy statements thereunder
     (except insofar as the type of assets subject to the Loan would render such
     definitions inapplicable).

26.5 It is understood that this Agreement constitutes a "netting contract" as
     defined in and subject to Title IV of the Federal Deposit Insurance
     Corporation Improvement Act of 1991 ("FDICIA") and each payment obligation
     under any Loan hereunder shall constitute a "covered contractual payment
     entitlement" or "covered contractual payment obligation," respectively, as
     defined in and subject to FDICIA (except insofar as one or both of the
     parties is not a "financial institution" as that term is defined in
     FDICIA).

26.6 Except to the extent required by applicable law or regulation or as
     otherwise agreed, Borrower and Lender agree that Loans hereunder shall in
     no event be "exchange contracts" for purposes of the rules of any
     securities exchange and that Loans hereunder shall not be governed by the
     buy-in or similar rules of any such exchange, registered national
     securities association or other self-regulatory organization.

27.  DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS.

     27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD
          AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION
          ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES
          HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY
          CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS
          IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.

     27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT
          SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME
          SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY
          NOT BE GUARANTEED BY THE UNITED STATES.



By:     /s/ David M. Shimala
Title:  Assistant Vice President
Date:   April 4, 2002


By:     /s/ Kenneth J. Apicerno
Titlle: Treasurer
Date:   April 4, 2002

<PAGE>
Annex I

Party  Acting as Agent

This Annex sets forth the terms and conditions governing all transactions in
which a party lending or borrowing Securities, as the case may be ("Agent"), in
a Loan is acting as agent for one or more third parties (each, a "Principal").
Unless otherwise defined, capitalized terms used but not defined in this Annex
shall have the meanings assigned in the Securities Loan Agreement of which it
forms a part (such agreement, together with this Annex and any other annexes,
schedules or exhibits, referred to as the "Agreement") and, unless otherwise
specified, all section references herein are intended to refer to sections of
such Securities Loan Agreement.

1.   Additional   Representations   and   Warranties.   In   addition   to   the
     representations  and warranties  set forth in the  Agreement,  Agent hereby
     makes the following  representations  and warranties,  which shall continue
     during the term of any Loan: Principal has duly authorized Agent to execute
     and deliver the  Agreement  on its  behalf,  has the power to so  authorize
     Agent and to enter  into the Loans  contemplated  by the  Agreement  and to
     perform the  obligations  of Lender or Borrower,  as the case may be, under
     such Loans,  and has taken all necessary action to authorize such execution
     and delivery by Agent and such performance by it.

2.   Identification of Principals.  Agent agrees (a) to provide the other party,
     prior to any Loan under the  Agreement,  with a written list of  Principals
     for which it intends to act as Agent  (which list may be amended in writing
     from time to time with the consent of the other party),  and (b) to provide
     the other  party,  before the Close of  Business on the next  Business  Day
     after agreeing to enter into a Loan, with notice of the specific  Principal
     or Principals  for whom it is acting in  connection  with such Loan. If (i)
     Agent fails to identify such Principal or Principals  prior to the Close of
     Business on such next Business Day or (ii) the other party shall  determine
     in its sole discretion that any Principal or Principals identified by Agent
     are not  acceptable  to it, the other party may reject and rescind any Loan
     with such Principal or Principals, return to Agent any Collateral or Loaned
     Securities,  as the case may be, previously  transferred to the other party
     and refuse  any  further  performance  under  such  Loan,  and Agent  shall
     immediately  return to the other party any portion of the Loaned Securities
     or  Collateral,  as the case  may be,  previously  transferred  to Agent in
     connection  with such Loan;  provided,  however,  that (A) the other  party
     shall  promptly  (and in any event within one Business Day of notice of the
     specific  Principal or  Principals)  notify Agent of its  determination  to
     reject and rescind such Loan and (B) to the extent that any performance was
     rendered by any party  under any Loan  rejected  by the other  party,  such
     party shall  remain  entitled to any fees or other  amounts that would have
     been  payable to it with respect to such  performance  if such Loan had not
     been rejected.  The other party  acknowledges that Agent shall not have any
     obligation  to  provide  it with  confidential  information  regarding  the
     financial  status of its Principals;  Agent agrees,  however,  that it will
     assist  the  other  party  in  obtaining  from  Agent's   Principals   such
     information  regarding the financial status of such Principals as the other
     party may reasonably request.

3.   Limitation of Agent's Liability.  The parties expressly acknowledge that if
     the representations and warranties of Agent under the Agreement,  including
     this Annex,  are true and correct in all material  respects during the term
     of any Loan and Agent otherwise complies with the provisions of this Annex,
     then (a)  Agent's  obligations  under the  Agreement  shall  not  include a
     guarantee of  performance  by its Principal or Principals and (b) the other
     party's  remedies shall not include a right of setoff against  obligations,
     if any, of Agent arising in other  transactions in which Agent is acting as
     principal.

<PAGE>

4.   Multiple Principals.

(a)  In the event that Agent proposes to act for more than one Principal
     hereunder, Agent and the other party shall elect whether (i) to treat Loans
     under the Agreement as transactions entered into on behalf of separate
     Principals or (ii) to aggregate such Loans as if they were transactions by
     a single Principal. Failure to make such an election in writing shall be
     deemed an election to treat Loans under the Agreement as transactions on
     behalf of separate Principals.

(b)  In the event that Agent and the other party elect (or are deemed to elect)
     to treat Loans under the Agreement as transactions on behalf of separate
     Principals, the parties agree that (i) Agent will provide the other party,
     together with the notice described in Section 2(b) of this Annex, notice
     specifying the portion of each Loan allocable to the account of each of the
     Principals for which it is acting (to the extent that any such Loan is
     allocable to the account of more than one Principal), (ii) the portion of
     any individual Loan allocable to each Principal shall be deemed a separate
     Loan under the Agreement, (iii) the mark to market obligations of Borrower
     and Lender under the Agreement shall be determined on a Loan-by-Loan basis
     (unless the parties agree to determine such obligations on a
     Principal-by-Principal basis), and (iv) Borrower's and Lender's remedies
     under the Agreement upon the occurrence of a Default shall be determined as
     if Agent had entered into a separate Agreement with the other party on
     behalf of each of its Principals.

(c)  In the event that Agent and the other party elect to treat Loans under the
     Agreement as if they were transactions by a single Principal, the parties
     agree that (i) Agent's notice under Section 2(b) of this Annex need only
     identify the names of its Principals but not the portion of each Loan
     allocable to each Principal's account, (ii) the mark to market obligations
     of Borrower and Lender under the Agreement shall, subject to any greater
     requirement imposed by applicable law, be determined on an aggregate basis
     for all Loans entered into by Agent on behalf of any Principal, and (iii)
     Borrower's and Lender's remedies upon the occurrence of a Default shall be
     determined as if all Principals were a single Lender or Borrower, as the
     case may be.

(d)  Notwithstanding any other provision of the Agreement (including, without
     limitation, this Annex), the parties agree that any transactions by Agent
     on behalf of a Plan shall be treated as transactions on behalf of separate
     Principals in accordance with Section 4(b) of this Annex (and all mark to
     market obligations of the parties shall be determined on a Loan-by-Loan
     basis).

5.   Interpretation  of Terms.  All references to "Lender" or "Borrower," as the
     case may be, in the  Agreement  shall,  subject to the  provisions  of this
     Annex  (including,  among  other  provisions,  the  limitations  on Agent's
     liability  in Section 3 of this  Annex),  be  construed to reflect that (i)
     each  Principal  shall have, in  connection  with any Loan or Loans entered
     into by Agent on its behalf, the rights,  responsibilities,  privileges and
     obligations  of a  "Lender"  or  "Borrower,"  as the case may be,  directly
     entering into such Loan or Loans with the other party under the  Agreement,
     and (ii) Agent's  Principal or Principals  have  designated  Agent as their
     sole  agent  for  performance  of  Lender's   obligations  to  Borrower  or
     Borrower's  obligations  to Lender,  as the case may be, and for receipt of
     performance  by  Borrower  of its  obligations  to  Lender or Lender of its
     obligations to Borrower, as the case may be, in connection with any Loan or
     Loans under the Agreement (including, among other things, as Agent for each
     Principal  in  connection  with  transfers  of  securities,  cash or  other
     property  and as agent for  giving  and  receiving  all  notices  under the
     Agreement).  Both Agent and its  Principal  or  Principals  shall be deemed
     "parties"  to the  Agreement  and all  references  to a "party"  or "either
     party" in the Agreement shall be deemed revised accordingly (and any
<PAGE>


     Default by Agent under the Agreement shall be deemed a Default by Lender or
     Borrower, as the case may be).

<PAGE>

Annex II

Market Value

Unless otherwise agreed by Borrower and Lender:

1.   If the  principal  market  for the  Securities  to be valued is a  national
     securities  exchange  in the United  States,  their  Market  Value shall be
     determined  by their last sale price on such  exchange  at the most  recent
     Close of Trading or, if there was no sale on the  Business  Day of the most
     recent Close of Trading,  by the last sale price at the Close of Trading on
     the next preceding Business Day on which there was a sale on such exchange,
     all  as  quoted  on  the  Consolidated  Tape  or,  if  not  quoted  on  the
     Consolidated Tape, then as quoted by such exchange.

2.   If  the  principal   market  for  the   Securities  to  be  valued  is  the
     over-the-counter  market, and the Securities are quoted on The Nasdaq Stock
     Market  ("Nasdaq"),  their  Market  Value  shall be the last sale  price on
     Nasdaq at the most recent Close of Trading or, if the Securities are issues
     for which last sale prices are not quoted on Nasdaq,  the last bid price at
     such Close of  Trading.  If the  relevant  quotation  did not exist at such
     Close of Trading,  then the Market Value shall be the relevant quotation on
     the next preceding Close of Trading at which there was such a quotation.

3.   Except as provided in Section 4 of this Annex, if the principal  market for
     the  Securities  to be  valued  is the  over-the-counter  market,  and  the
     Securities are not quoted on Nasdaq, their Market Value shall be determined
     in accordance with market practice for such Securities,  based on the price
     for such Securities as of the most recent Close of Trading  obtained from a
     generally  recognized  source  agreed to by the  parties or the closing bid
     quotation at the most recent Close of Trading  obtained from such a source.
     If the relevant quotation did not exist at such Close of Trading,  then the
     Market Value shall be the relevant quotation on the next preceding Close of
     Trading at which there was such a quotation.

4.   If the Securities to be valued are Foreign Securities, their Market Value
     shall be determined as of the most recent Close of Trading in accordance
     with market practice in the principal market for such Securities.

5.   The Market Value of a letter of credit shall be the undrawn amount thereof.

6.   All determinations of Market Value under Sections 1 through 4 of this Annex
     shall include, where applicable, accrued interest to the extent not already
     included therein (other than any interest credited or transferred to, or
     applied to the obligations of, the other party pursuant to Section 8 of the
     Agreement), unless market practice with respect to the valuation of such
     Securities in connection with securities loans is to the contrary.

7.   The determinations of Market Value provided for in this Annex shall apply
     for all purposes under the Agreement, except for purposes of Section 13 of
     the Agreement.

By:     /s/ David M. Shimala
Title:  Assistant Vice President
Date:   April 4, 2002


By:     /s/ Kenneth J. Apicerno
Titlle: Treasurer
Date:   April 4, 2002

<PAGE>

Annex III

Term Loans

This Annex sets forth additional terms and conditions governing Loans designated
as "Term Loans" in which Lender lends to Borrower a specific amount of Loaned
Securities ("Term Loan Amount") against a pledge of cash Collateral by Borrower
for an agreed upon Cash Collateral Fee until a scheduled termination date
("Termination Date"). Unless otherwise defined, capitalized terms used but not
defined in this Annex shall have the meanings assigned in the Securities Loan
Agreement of which it forms a part (such agreement, together with this Annex and
any other annexes, schedules or exhibits, referred to as the "Agreement").

1.   The terms of this Annex shall apply to Loans of Equity Securities only if
     they are designated as Term Loans in a Confirmation therefor provided
     pursuant to the Agreement and executed by each party, in a schedule to the
     Agreement or in this Annex. All Loans of Securities other than Equity
     Securities shall be "Term Loans" subject to this Annex, unless otherwise
     agreed in a Confirmation or other writing.

2.   The Confirmation for a Term Loan shall set forth, in addition to any terms
     required to be set forth therein under the Agreement, the Term Loan Amount,
     the Cash Collateral Fee and the Termination Date. Lender and Borrower agree
     that, except as specifically provided in this Annex, each Term Loan shall
     be subject to all terms and conditions of the Agreement, including, without
     limitation, any provisions regarding the parties' respective rights to
     terminate a Loan.

3.   In the event that either party  exercises  its right under the Agreement to
     terminate a Term Loan on a date (the "Early Termination Date") prior to the
     Termination Date, Lender and Borrower shall,  unless otherwise agreed,  use
     their  best  efforts  to  negotiate  in good  faith a new  Term  Loan  (the
     "Replacement  Loan") of  comparable  or other  Securities,  which  shall be
     mutually  agreed  upon by the  parties,  with a Market  Value  equal to the
     Market  Value of the Term Loan Amount under the  terminated  Term Loan (the
     "Terminated  Loan") as of the Early Termination Date. Such agreement shall,
     in  accordance  with  Section  2 of  this  Annex,  be  confirmed  in a  new
     Confirmation at the commencement of the Replacement Loan and be executed by
     each party. Each Replacement Loan shall be subject to the same terms as the
     corresponding  Terminated Loan, other than with respect to the commencement
     date and the identity of the Loaned Securities.  The Replacement Loan shall
     commence on the date on which the parties agree which  Securities  shall be
     the subject of the Replacement  Loan and shall be scheduled to terminate on
     the scheduled Termination Date of the Terminated Loan.

4.   Borrower and Lender agree that, except as provided in Section 5 of this
     Annex, if the parties enter into a Replacement Loan, the Collateral for the
     related Terminated Loan need not be returned to Borrower and shall instead
     serve as Collateral for such Replacement Loan.

5.   If the parties are unable to negotiate  and enter into a  Replacement  Loan
     for some or all of the Term Loan Amount on or before the Early  Termination
     Date, (a) the party requesting termination of the Terminated Loan shall pay
     to the other party a Breakage Fee computed in accordance  with Section 6 of
     this Annex with respect to that portion of the Term Loan Amount for which a
     Replacement  Loan is not entered into and (b) upon the transfer by Borrower
     to Lender of the Loaned  Securities  subject to the Terminated Loan, Lender
     shall transfer to Borrower Collateral for the Terminated Loan in accordance
     with and to the  extent  required  under the  Agreement,  provided  that no
     Default has occurred with respect to Borrower.

<PAGE>

6.   For purposes of this Annex, the term "Breakage Fee" shall mean a fee agreed
     by  Borrower  and  Lender in the  Confirmation  or  otherwise  orally or in
     writing.  In the absence of any such  agreement,  the term  "Breakage  Fee"
     shall mean, with respect to Loans of Government Securities,  a fee equal to
     the sum of (a) the cost to the  non-terminating  party (including all fees,
     expenses and  commissions) of entering into  replacement  transactions  and
     entering into or terminating hedge  transactions in connection with or as a
     result of the  termination of the Terminated  Loan, and (b) any other loss,
     damage,  cost or expense directly arising or resulting from the termination
     of the Terminated Loan that is incurred by the non-terminating party (other
     than consequential losses or costs for lost profits or lost opportunities),
     as determined by the  non-terminating  party in a  commercially  reasonable
     manner,  and (c) any other amounts due and payable by the terminating party
     to the  non-terminating  party under the Agreement on the Early Termination
     Date.

By:     /s/ David M. Shimala
Title:  Assistant Vice President
Date:   April 4, 2002


By:     /s/ Kenneth J. Apicerno
Titlle: Treasurer
Date:   April 4, 2002
<PAGE>

Schedule A

Names and Addresses for Communications

        Thermo Electron Corporation:

                Confirmations:

                                Thermo Electron Corporation
                                 81 Wyman Street
                                Waltham, MA 02454
                                Attn: Jeff Botte

        Primary Contact:        Jeff Botte
                                 (781) 622-1271
                               Fax: (781) 622-1236
                                Email: jbotte@thermo.com

        Secondary Contact:      Kenneth J. Apicerno
                                 (781) 622-1294
                               Fax: (781) 622-1181
                           Eamil: kapicerno@thermo.com

<PAGE>



                                   SCHEDULE B

                        SUPPLEMENTAL TERMS AND CONDITIONS


     This Annex I forms a part of the Master Securities Loan Agreement, dated as
of March 18, 2002, between ABN AMRO Incorporated ("Party A") and Thermo Electron
Corporation ("Party B"). Capitalized terms used but not defined in this Schedule
B shall have the meanings ascribed to them in this Agreement.

1.   Consent to Recording. Each party consents to the recording of the telephone
     conversations of relevant personnel of the parties and their respective
     affiliates in connection with this Agreement or any Loan or potential Loan
     and agrees to such recordings being used as evidence in court proceedings
     or arbitration.

2.   Obligations Regarding  Collateral.  The last three sentences of Section 4.2
     of the  Agreement  are hereby  deleted in their  entirety and the following
     substituted in their place:

     "It is understood that Lender may use or invest the Collateral at its own
     risk. In this regard, Lender may pledge, repledge, hypothecate,
     rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or
     re-register Collateral evidenced by physical certificates in any name other
     than Borrower's. These rights shall not affect Lender's obligation to
     return Collateral to Borrower under Section 4.3."

3.   Waiver of Jury Trial. Each party irrevocably waives any and all right to
     trial by jury in any legal proceeding instituted in connection with this
     Agreement or any Loan to the fullest extent permitted by law. As to any
     matter for which a jury trial cannot be waived, each party agrees not to
     assert any such matter as a cross claim or counterclaim in, nor move to
     consolidate the same with, any legal proceeding in which a jury trial is
     waived.

4.   Information Sharing.  Party B understands and agrees that Party A may, from
     time to time,  obtain from or provide to one or more  affiliates  credit or
     other non-public information concerning Party B.

5.   Parties to Rely on Their Own  Expertise.  Each party  shall enter into each
     Loan  governed by this  Agreement in reliance  only upon its own  judgment.
     Neither party holds itself out as advising,  nor as any of its employees or
     agents having the authority to advise, the other party as to whether or not
     it should enter into any such Loan or as to any subsequent actions relating
     thereto or on any other commercial matters concerned with any Loan governed
     by this  Agreement,  and  neither  party shall have any  responsibility  or
     liability whatsoever in respect of any advice of this nature given, or view
     expressed,  by it or any such  persons to the other  party,  whether or not
     such  advice is given or such  views are  expressed  at the  request of the
     other party.


<PAGE>


6.   Miscellaneous.  For purposes of the  Agreement,  the parties agree that the
     terms set forth below shall have the following meanings:

         A.  Cutoff Time                        3:15 p.m. (New York time)
         B.  Close of Business                  3:00 p.m. (New York time)
         C.  Margin Notice Deadline             10:00 a.m.(New York time)

7.   Representations.  Subsection  (c) of Section 10.1 is hereby revised to read
     as follows:


     (c)  this Agreement constitutes a legal, valid and binding obligation
          enforceable against it in accordance with its terms (subject to
          applicable bankruptcy, reorganization, insolvency, moratorium or
          similar laws affecting creditors' rights generally and subject, as to
          enforceability, to equitable principles of general application
          (regardless of whether enforcement is sought in a proceeding in equity
          or at law)).

8.   Margin Percentage.  Notwithstanding  the definition of "Margin  Percentage"
     contained  in  section  25.37,  the  Margin  Percentage  shall be 95% or as
     otherwise  agreed to between Lender and Borrower at the commencement of the
     a loan.


ABN AMRO INCORPORATED                   THERMO ELECTRON CORPORATION
By:     /s/ David M. Shimala            By:     /s/ Kenneth J. Apicerno
----------------------------            -----------------------------------
Name:   David M. Shimala                Name:   Kenneth J. Apicerno
Title:  Assistant Vice President        Title:  Treasurer



</TEXT>
</DOCUMENT>
