S-3

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on September 11, 2003

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EXACT SCIENCES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	98-0206122 (I.R.S. Employer Identification Number)
100 Campus Drive Marlborough, Massachusetts 01752 (508) 683-1200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
John A. McCarthy, Jr. Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer EXACT Sciences Corporation 100 Campus Drive Marlborough, Massachusetts 01752 (508) 683-1200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies To:
William J. Schnoor, Esq. Testa, Hurwitz & Thibeault, LLP 125 High Street Boston, Massachusetts 02110 (617) 248-7000	William T. Whelan, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC One Financial Center Boston, MA 02111 (617) 542-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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

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

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to Be Registered(2)(5)	Proposed Maximum Offering Price Per Unit(3)(4)(5)	Proposed Maximum Aggregate Offering Price(3)(6)	Amount of Registration Fee(7)
Common Stock, par value $.01 per share
Preferred Stock, $.01 par value per share
Subordinated Debt Securities
Senior Debt Securities
Warrants
Total:			$100,000,000	$8,090.00

(1)

This registration statement also covers (i) debt securities, preferred stock and common stock that may be issued upon exercise of warrants and (ii) such indeterminate amount of securities as may be issued in exchange for or upon conversion of, as the case may be, the securities registered hereunder. In addition, securities registered hereunder may be sold separately or as units with other securities registered hereunder.

(2)

An indeterminate number of or aggregate principal amount of the securities is being registered as may at various times be issued at indeterminate prices, with an aggregate public offering price not to exceed $100,000,000 or the equivalent thereof in one or more currencies or, if any debt securities are issued at any original issuance discount, such greater principal amount as shall result in an aggregate initial offering price of $100,000,000.

(3)

Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended and exclusive of accrued interest, if any.

(4)

The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with, and at the time of, the issuance of the securities registered hereunder.

(5)

Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933.

(6)

Includes consideration to be received by us for registered securities that are issuable upon exercise, conversion or exchange of other registered securities.

(7)

Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the average high and low sales price of our common stock on the Nadsaq National Market on September 4, 2003.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject To Completion, Dated September 11, 2003

EXACT SCIENCES CORPORATION

$100,000,000

Common Stock
Preferred Stock
Subordinated Debt Securities
Senior Debt Securities
Warrants

        This prospectus relates to common stock, preferred stock, subordinated debt securities, senior debt securities and warrants that we may sell from time to time in one or more offerings up to an aggregate public offering amount of $100,000,000 (or its equivalent in foreign or composite currencies) on terms to be determined at the time of sale. We will provide specific terms of the securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement for the securities.

        Our common stock is traded on the Nasdaq National Market under the symbol "EXAS." Each prospectus supplement to this prospectus will contain information, where applicable, as to any other listing on any national securities exchange or The Nasdaq Stock Market of the securities covered by such prospectus supplement.

        These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. See "Plan of Distribution" in this prospectus. We may also describe the plan of distribution for any particular offering of these securities in any applicable prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

Investing in our securities involves a high degree of risk. See "Risk Factors" on page 1 of this prospectus. We may also include specific risk factors in an applicable prospectus supplement under the heading "Risk Factors." You should review that section of the prospectus supplement for a discussion of matters that investors in our securities should consider.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2003.

TABLE OF CONTENTS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS, ANY PROSPECTUS SUPPLEMENT OR ANY DOCUMENT TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT MAY BE USED ONLY WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS CURRENT ONLY AS OF THE DATE ON THE FRONT OF THESE DOCUMENTS.

ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a "shelf" registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total public offering price of $100,000,000 (or its equivalent in foreign or composite currencies). This prospectus provides you with a general description of the securities we may offer.

        Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the securities being offered and the terms of that offering. The prospectus supplement may also add to, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading "Where You Can Find More Information" carefully before making an investment decision.

        Unless the context otherwise requires, in this prospectus, "EXACT Sciences," "the Company," "we," "us" and "our" refer to EXACT Sciences Corporation and its subsidiaries.

ABOUT EXACT SCIENCES CORPORATION

        EXACT Sciences Corporation has developed and continues to develop proprietary technologies in applied genomics (our "PreGen™ technologies") that we believe will revolutionize the early detection of colorectal cancer and potentially other types of common cancers. We believe that medical practitioners will order tests based on our PreGen technologies as part of a regular screening program for the early detection of these cancers. We also believe that the widespread and regular application of tests utilizing our PreGen technologies will reduce mortality, morbidity and the costs associated with these cancers.

        We have selected colorectal cancer as the first application of our PreGen technologies because it is the most deadly cancer among non-smokers, curable if detected early and is well understood from a genomics point of view. There are over 80 million Americans age 50 and over for whom the American Cancer Society recommends regular colorectal cancer screening. Current detection methods for colorectal cancer have proven to be inadequate as screening tools due to invasiveness, inadequate performance characteristics, or poor patient compliance.

        We were incorporated in the State of Delaware on February 10, 1995 as Lapidus Medical Systems, Inc. We changed our corporate name to EXACT Laboratories, Inc. on December 11, 1996, to EXACT Corporation on September 12, 2000 and to EXACT Sciences Corporation on December 1, 2000. Our principal executive offices are located at 100 Campus Drive, Marlborough, Massachusetts 01752 and our telephone number is (508) 683-1200. Our Internet address is www.exactsciences.com. We make available on our Internet website free of charge a link to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as practicable after we electronically file such material with the SEC. The information contained on our website is not incorporated by reference in this prospectus.

RISK FACTORS

        The prospectus supplement applicable to each type or series of securities we offer will contain a discussion of the risks applicable to an investment in EXACT Sciences and to the particular types of securities that we are offering under that prospectus supplement. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the caption "Risk Factors" in the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions

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discussed under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations—Certain Business Risks" included in our Annual Report on Form 10-K for the year ended December 31, 2002, and our subsequent Form 10-Q's, which are incorporated by reference in this prospectus, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus and any accompanying prospectus supplement (including any document incorporated by reference herein or therein) include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act, that are subject to the "safe harbor" created by those sections. Some of the forward-looking statements can be identified by the use of forward-looking terms such as "believes," "expects," "may," "will," "should," "could," "seek," "intends," "plans," "estimates," "anticipates" or other comparable terms. Forward-looking statements involve inherent risks and uncertainties, which are difficult to predict and many of which are beyond our control. A number of important factors could cause actual results to differ materially from those in the forward-looking statements, including those factors discussed in "Risk Factors" in any prospectus supplement and in the documents incorporated by reference herein or therein. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include:

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the failure to meet expectations with respect to our future performance;



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our dependence on collaborative relationships;



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our ability to license certain technologies or maintain our license agreements;



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our dependence on third parties for the supply of raw materials;



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pricing pressures and other competitive factors;



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demand for and market acceptance of our products and services;



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successful development of products and services and the timing of product and service introductions;



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reliance on third party payors to provide adequate reimbursements;



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the availability and extent of utilization of manufacturing capacity and raw materials;



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failure to comply with U.S. Food and Drug Administration requirements;



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our ability to develop and implement new technologies;



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our ability to protect our intellectual property;



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changes in healthcare policy;



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our ability to attract and retain qualified personnel;



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our reliance on financial markets for future capital requirements;



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the impact of new accounting policies;



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the uncertainties of litigation; and



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other risks and uncertainties, including those set forth or incorporated in this prospectus and those detailed from time to time in our filings with the Securities and Exchange Commission ("SEC").

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        You should read this prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein and therein completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made or incorporated by reference in this prospectus and in any accompanying prospectus supplement are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this prospectus, or the related prospectus supplement, as applicable, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events or changes in future operating results over time.

USE OF PROCEEDS

        Unless we tell you otherwise in a prospectus supplement, we will use the net proceeds from the sale of these securities for general corporate purposes, including research and development and product marketing, which may also include acquisitions, investments, capital expenditures, repurchase of our capital stock and for any other purposes that we may specify in any prospectus supplement. We may also invest the net proceeds temporarily in short-term securities until we use them for their stated purpose.

RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

        The following table sets forth our ratio of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for each of the periods indicated:

	SIX MONTHS ENDED JUNE 30, 2003		FISCAL YEAR ENDED DECEMBER 31,
			2002		2001		2000		1999		1998
RATIO OF EARNINGS TO FIXED CHARGES	(1	)	(1	)	(1	)	(1	)	(1	)	(1	)
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS	(2	)	(2	)	(2	)	(3	)	(3	)	(3	)

(1)

During each of these periods, our earnings were less than our fixed charges. The amount of such deficiency was approximately $15.8 million for the six months ended June 30, 2003, and $29.9 million, $23.5 million, $11.9 million, $5.0 million and $3.6 million for fiscal years 2002, 2001, 2000, 1999 and 1998, respectively.

(2)

During each of these periods, the Company had no preferred stock outstanding.

(3)

During each of these periods, our earnings were less than our combined fixed charges and preferred dividends. The amount of such deficiency was approximately $11.9 million, $5.0 million and $3.6 million for fiscal years 2000, 1999 and 1998, respectively, or the same amounts reflected in Ratio of Earnings to Fixed Charges above, as dividends were at the discretion of the board of directors none of which were declared.

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DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

        The following description of our common stock and preferred stock, together with the additional information included in any applicable prospectus supplements, summarizes the material terms and provisions of these types of securities but is not complete. For the complete terms of our common stock and preferred stock, please refer to our Sixth Amended and Restated Certificate of Incorporation and our Amended and Restated By-laws, that are incorporated by reference into the registration statement which includes this prospectus and, with respect to preferred stock, the certificate of designation which will be filed with the SEC for each series of preferred stock we may designate, if any.

        We will describe in a prospectus supplement the specific terms of any common stock or preferred stock that we may offer pursuant to this prospectus. If indicated in a prospectus supplement, the terms of such common stock or preferred stock may differ from the terms described below.

        We have 105,000,000 shares of capital stock authorized under our Certificate of Incorporation, consisting of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of September 5, 2003, we had 19,218,608 shares of common stock outstanding and no shares of preferred stock outstanding. The authorized shares of common stock and preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. If the approval of our stockholders is not so required, our board of directors may determine not to seek stockholder approval.

Common Stock

        Holders of our common stock are entitled to such dividends as may be declared by our board of directors out of funds legally available for such purpose, subject to any preferential dividend rights of any then outstanding preferred stock. The shares of common stock are neither redeemable or convertible. Holders of common stock have no preemptive or subscription rights to purchase any securities of EXACT Sciences.

        In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive pro rata the assets of EXACT Sciences which are legally available for distribution, after payments of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.

        Each holder of our common stock is entitled to one vote for each such share outstanding in the holder's name. No holder of common stock is entitled to cumulate votes in voting for directors.

        Our common stock is listed on the Nasdaq National Market under the symbol "EXAS." American Stock Transfer & Trust Company is the transfer agent and registrar for our common stock. Its address is 59 Maiden Lane, New York, NY 10038, and its telephone number is (800) 937-5449.

Preferred Stock

        Our certificate of incorporation permits us to issue up to 5,000,000 shares of preferred stock in one or more series and with rights and preferences that may be fixed or designated by our board of directors without any further action by our stockholders. The designation, powers, preferences, rights and qualifications, limitations and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to such series, which will specify the terms of the preferred stock, including:

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the designation of the series, which may be by distinguishing number, letter or title;

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the number of shares of the series, which number the board of directors may thereafter (except where otherwise provided in the preferred stock designation) increase or decrease (but not below the number of shares thereof then outstanding);



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whether dividends, if any, shall be cumulative or noncumulative and the dividend rate of the series;



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the dates on which dividends, if any, shall be payable;



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the redemption rights and price or prices, if any, for shares of the series;



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the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;



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the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of EXACT Sciences;



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whether the shares of the series shall be convertible into shares of any other class or series, or any other security, of EXACT Sciences or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion may be made;



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restrictions on the issuance of shares of the same series or of any other class or series; and



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the voting rights, if any, of the holders of shares of the series, provided that no share of preferred stock of any series will be entitled to more than one vote per share of preferred stock.

        Although our board of directors has no intention at the present time of doing so, it could issue a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.

Certain Provisions in our Certificate of Incorporation and By-laws

        The following is a summary of certain provisions of Delaware law, our certificate of incorporation and our by-laws. This summary does not purport to be complete and is qualified in its entirety by reference to the corporate law of Delaware and our certificate of incorporation and by-laws.

        Our certificate of incorporation and by-laws contain various provisions intended to promote the stability of our stockholder base and render more difficult certain unsolicited or hostile attempts to take us over that could disrupt EXACT Sciences, divert the attention of our directors, officers and employees and adversely affect the independence and integrity of our business.

        Pursuant to our certificate of incorporation, the number of directors is fixed by our board of directors. Our directors are divided into three classes, each class to serve a three year term and to consist as nearly as possible of one third of the directors. Pursuant to our by-laws, directors elected by stockholders at an annual meeting of stockholders will be elected by a plurality of all votes cast.

        Our by-laws provide that a special meeting of stockholders may be called only by the Chairman of the Board, a majority of the entire board of directors or the President. Stockholders are not permitted to call, or to require that the board of directors call, a special meeting of stockholders. Moreover, the business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting pursuant to the notice of the meeting given. In addition, our certificate of incorporation provides that any action taken by our stockholders must be effected at an annual or special meeting of stockholders and may not be taken by written consent instead of a meeting. Our by-laws establish an advance notice procedure for stockholders to nominate candidates for election as directors or to bring other business before meetings of our stockholders.

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        Our Certificate of Incorporation requires the affirmative vote of the holders of at least 80% of the voting power of all the then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class, to amend or repeal any provision of our by-laws, amend or repeal the provision of our certificate of incorporation relating to amendments to our by-laws or adopt any provision inconsistent with such provisions.

        Our certificate of incorporation requires the affirmative vote of the holders of at least 75% of the voting power of all of the then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class, to amend or repeal, the provisions of our certificate of incorporation relating to the election of directors, the classified board, or the right to act by written consent or to adopt any provision inconsistent with such provisions.

        We are also subject to a Delaware statute regulating "business combinations," defined to include a broad range of transactions, between Delaware corporations and "interested stockholders," defined as persons who have acquired at least 15% of a corporation's stock. Under such statute, a corporation may not engage in any business combination with any interested stockholder for a period of three years after the date such person became an interested stockholder unless certain conditions are satisfied. The statute contains provisions enabling a corporation to avoid the statute's restrictions. We have not sought to "elect out" of the statute. Therefore, the restrictions imposed by such statute will apply to us.

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DESCRIPTION OF DEBT SECURITIES

General

        The debt securities that we may issue will constitute debentures, notes, bonds or other evidences of indebtedness of EXACT Sciences, to be issued in one or more series, which may include senior debt securities, subordinated debt securities and senior subordinated debt securities. The particular terms of any series of debt securities we offer, including the extent to which the general terms set forth below may be applicable to a particular series, will be described in a prospectus supplement relating to such series.

        Debt securities that we may issue will be issued under the indenture between us and U.S. Bank National Association, as trustee. This prospectus refers to U.S. Bank National Association as the trustee. We have filed the form of the indenture as an exhibit to the registration statement of which this prospectus is a part. If we enter into any indenture supplement, we will file a copy of that supplement with the SEC.

THE FOLLOWING DESCRIPTION IS A SUMMARY OF THE MATERIAL PROVISIONS OF THE INDENTURE. IT DOES NOT RESTATE THE INDENTURE IN ITS ENTIRETY. THE INDENTURE IS GOVERNED BY THE TRUST INDENTURE ACT OF 1939. THE TERMS OF THE DEBT SECURITIES INCLUDE THOSE STATED IN THE INDENTURE AND THOSE MADE PART OF THE INDENTURE BY REFERENCE TO THE TRUST INDENTURE ACT. WE URGE YOU TO READ THE INDENTURE BECAUSE IT, AND NOT THIS DESCRIPTION, DEFINES YOUR RIGHTS AS A HOLDER OF THE DEBT SECURITIES.

        The indenture contains no covenant or provision which affords debt holders protection in the event of a highly leveraged transaction.

Information You Will Find In The Prospectus Supplement

        The indenture provides that we may issue debt securities from time to time in one or more series and that we may denominate the debt securities and make them payable in foreign currencies. The indenture does not limit the aggregate principal amount of debt securities that can be issued thereunder. The prospectus supplement for a series of debt securities will provide information relating to the terms of the series of debt securities being offered, which may include:

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the title and denominations of the debt securities of the series;



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any limit on the aggregate principal amount of the debt securities of the series;



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the date or dates on which the principal and premium, if any, with respect to the debt securities of the series are payable or the method of determination thereof;



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the rate or rates, which may be fixed or variable, at which the debt securities of the series shall bear interest, if any, or the method of calculating and/or resetting such rate or rates of interest;



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the dates from which such interest shall accrue or the method by which such dates shall be determined and the duration of the extensions and the basis upon which interest shall be calculated;



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the interest payment dates for the series of debt securities or the method by which such dates will be determined, the terms of any deferral of interest and any right of ours to extend the interest payments periods;



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the place or places where the principal and interest on the series of debt securities will be payable;

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the terms and conditions upon which debt securities of the series may be redeemed, in whole or in part, at our option or otherwise;



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our obligation, if any, to redeem, purchase, or repay debt securities of the series pursuant to any sinking fund or other specified event or at the option of the holders and the terms of any such redemption, purchase, or repayment;



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the terms, if any, upon which the debt securities of the series may be convertible into or exchanged for other securities, including, among other things, the initial conversion or exchange price or rate and the conversion or exchange period;



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if the amount of principal, premium, if any, or interest with respect to the debt securities of the series may be determined with reference to an index or formula, the manner in which such amounts will be determined;



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if any payments on the debt securities of the series are to be made in a currency or currencies (or by reference to an index or formula) other than that in which such securities are denominated or designated to be payable, the currency or currencies (or index or formula) in which such payments are to be made and the terms and conditions of such payments;



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any changes or additions to the provisions of the indenture dealing with defeasance, including any additional covenants that may be subject to our covenant defeasance option;



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the currency or currencies in which payment of the principal and premium, if any, and interest with respect to debt securities of the series will be payable, or in which the debt securities of the series shall be denominated, and the particular provisions applicable thereto in accordance with the Indenture;



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the portion of the principal amount of debt securities of the series which will be payable upon declaration of acceleration or provable in bankruptcy or the method by which such portion or amount shall be determined;



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whether the debt securities of the series will be secured or guaranteed and, if so, on what terms;



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any addition to or change in the events of default with respect to the debt securities of the series;



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the identity of any trustees, authenticating or paying agents, transfer agents or registrars;



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the applicability of, and any addition to or change in, the covenants currently set forth in the indenture;



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the subordination, if any, of the debt securities of the series and terms of the subordination;



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any other terms of the debt securities of the series which are not prohibited by the indenture; and



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whether securities of the series shall be issuable as registered securities or bearer securities (with or without interest coupons), and any restrictions applicable to the offering, sale or delivery of such bearer securities and the terms upon which such bearer securities of a series may be exchanged for registered securities, and vice versa.

        Holders of debt securities may present debt securities for exchange in the manner, at the places, and subject to the restrictions set forth in the debt securities, the indenture, and the prospectus supplement. We will provide these services without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided in the indenture, any board resolution establishing such debt securities and any applicable indenture supplement. Debt securities in bearer form and the coupons, if any, appertaining thereto will be transferable by delivery.

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Senior Debt

        We may issue senior debt securities under the indenture and any coupons that will constitute part of our senior debt. Unless otherwise set forth in the applicable indenture supplement, any board resolution establishing such debt securities and described in a prospectus supplement, the senior debt securities will be senior unsecured obligations, ranking equally with all of our existing and future senior unsecured debt. The senior debt securities will be senior to all of our subordinated debt and junior to any secured debt we may incur as to the assets securing such debt.

Subordinated Debt

        We may issue subordinated debt securities under the indenture and any coupons that will constitute part of such subordinated debt. These subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner set forth in the indenture and any applicable indenture supplement, to all of our senior indebtedness.

        If this prospectus is being delivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated by reference will set forth the approximate amount of senior indebtedness outstanding as of the end of the most recent fiscal quarter.

Senior Subordinated Debt

        We may issue senior subordinated debt securities under the indenture and any coupons that will constitute part of our senior subordinated debt. These senior subordinated debt securities will be, to the extent and in the manner set forth in the indenture, subordinate and junior in right of payment to all of our "senior indebtedness" and senior to our other subordinated debt. See the discussions above under "—Senior Debt" and "—Subordinated Debt" for a more detailed explanation of our senior and subordinated indebtedness.

Interest Rate

        Debt securities that bear interest will do so at a fixed rate or a floating rate. We may sell, at a discount below the stated principal amount, any debt securities which bear no interest or which bear interest at a rate that at the time of issuance is below the prevailing market rate. The relevant prospectus supplement will describe the special United States federal income tax considerations applicable to:

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any discounted debt securities; and



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any debt securities issued at par which are treated as having been issued at a discount for United States federal income tax purposes.

Registered Global Securities

        We may issue registered debt securities of a series in the form of one or more fully registered global securities. We will deposit the registered global security with a depositary or with a nominee for a depositary identified in the prospectus supplement relating to such series. The global security or global securities will represent and will be in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding registered debt securities of the series to be represented by the registered global security or securities. Unless it is exchanged in whole or in part for debt securities in definitive registered form, a registered global security may not be transferred, except as a whole in three cases:

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by the depositary for the registered global security to a nominee of the depositary;



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by a nominee of the depositary to the depositary or another nominee of the depositary; and

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•

by the depositary or any nominee to a successor of the depositary or a nominee of the successor.

        The prospectus supplement relating to a series of debt securities will describe the specific terms of the depositary arrangement concerning any portion of that series of debt securities to be represented by a registered global security. We anticipate that the following provisions will generally apply to all depositary arrangements.

        Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the principal amounts of the debt securities represented by the registered global security to the accounts of persons that have accounts with the depositary. These persons are referred to as "participants." Any underwriters, agents or debtors participating in the distribution of debt securities represented by the registered global security will designate the accounts to be credited. Only participants or persons that hold interests through participants will be able to beneficially own interests in a registered global security. The depositary for a global security will maintain records of beneficial ownership interests in a registered global security for participants. Participants or persons that hold through participants will maintain records of beneficial ownership interests in a global security for persons other than participants. These records will be the only means to transfer beneficial ownership in a registered global security.

        The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in global securities.

        So long as the depositary, or its nominee, is the registered owner of a registered global security, the depositary or its nominee will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture. Except as set forth below, owners of beneficial interests in a registered global security:

•

may not have the debt securities represented by a registered global security registered in their names;



•

will not receive or be entitled to receive physical delivery of debt securities represented by a registered global security in definitive form; and



•

will not be considered the owners or holders of debt securities represented by a registered global security under the indenture.

        Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of the participant through which the person owns its interests, to exercise any rights of a holder under the indenture applicable to the registered global security.

        We understand that, under existing industry practices, if we request any action of holders, or if an owner of a beneficial interest in a registered global security desires to give or take any action which a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

Payment of Interest on and Principal of Registered Global Securities

        We will make principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee to the depositary or its nominee as the registered owner of the registered global security. None of EXACT Sciences, the

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trustee, or any paying agent for debt securities represented by a registered global security will have any responsibility or liability for:

•

any aspect of the records relating to, or payments made on account of, beneficial ownership interests in such registered global security;



•

maintaining, supervising, or reviewing any records relating to beneficial ownership interests;



•

the payments to beneficial owners of the global security of amounts paid to the depositary or its nominee; or



•

any other matter relating to the actions and practices of the depositary, its nominee or any of its participants.

        We expect that the depositary, upon receipt of any payment of principal, premium or interest in respect of the global security, will immediately credit participants' accounts with payments in amounts proportionate to their beneficial interests in the principal amount of a registered global security as shown on the depositary's records. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing instructions and customary practices. This is currently the case with the securities held for the accounts of customers registered in "street name." Such payments will be the responsibility of participants.

Exchange of Registered Global Securities

        We may issue debt securities in definitive form in exchange for the registered global security if both of the following occur:

•

the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act; and



•

we do not appoint a successor depositary within 90 days.

        In addition, we may, at any time, determine not to have any of the debt securities of a series represented by one or more registered global securities. In this event, we will issue debt securities of that series in definitive form in exchange for all of the registered global security or securities representing those debt securities.

Covenants by EXACT Sciences

        The indenture includes covenants by us, including among other things that we will make all payments of principal and interest at the times and places required. The board resolution or supplemental indenture establishing each series of debt securities may contain additional covenants, including covenants which could restrict our right to incur additional indebtedness or liens and to take certain actions with respect to our businesses and assets.

Events of Default

        Unless otherwise indicated in the applicable prospectus supplement, the following will be events of default under the indenture with respect to each series of debt securities issued under the indenture:

(a)

failure to pay when due any interest on any debt security of that series, continued for 30 days;



(b)

failure to pay when due the principal of, or premium, if any, on, any debt security of that series;

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(c)

default in the payment of any sinking fund installment with respect to any debt security of that series when due and payable;



(d)

failure to perform any other covenant or agreement of ours under the indenture or the supplemental indenture with respect to that series or the debt securities of that series, continued for 90 days after written notice to us by the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series to which the covenant or agreement relates;



(e)

certain events of bankruptcy, insolvency or similar proceedings affecting us; and



(f)

any other event of default specified in any supplemental indenture under which such series of debt securities is issued.

        Except as to certain events of bankruptcy, insolvency or similar proceedings affecting us and except as provided in the applicable prospectus supplement, if any event of default shall occur and be continuing with respect to any series of debt securities under the indenture, either the trustee or the holders of at least 25% in aggregate principal amount of outstanding debt securities of such series may accelerate the maturity of all debt securities of such series. Upon certain events of bankruptcy, insolvency or similar proceedings affecting us, the principal, premium, if any, and interest on all debt securities of each series shall be immediately due and payable.

        After any such acceleration, but before a judgment or decree based on acceleration has been obtained by the trustee, the holders of a majority in aggregate principal amount of each affected series of debt securities may waive all defaults with respect to such series and rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured, waived or otherwise remedied.

        No holder of any debt securities will have any right to institute any proceeding with respect to the indenture or for any remedy under the indenture, unless such holder shall have previously given to the trustee written notice of a continuing event of default and the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the relevant series shall have made written request and offered indemnity satisfactory to the trustee to institute such proceeding as trustee, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding debt securities of such series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. However, such limitations do not apply to a suit instituted by a holder of a debt security for enforcement of payment of the principal of and premium, if any, or interest on such debt security on or after the respective due dates expressed in such debt security.

Supplemental Indentures

        We and the trustee may, at any time and from time to time, without prior notice to or consent of any holders of debt securities, enter into one or more indentures supplemental to the indenture, among other things:

•

to add guarantees to or secure any series of debt securities;



•

to provide for the succession of another person pursuant to the provisions of the indenture relating to consolidations, mergers and sales of assets and the assumption by such successor of our covenants, agreements, and obligations, or to otherwise comply with the provisions of the indenture relating to consolidations, mergers, and sales of assets;



•

to surrender any right or power conferred upon us under the indenture or to add to our covenants further covenants, restrictions, conditions or provisions for the protection of the holders of all or any series of debt securities;

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•

to cure any ambiguity or to correct or supplement any provision contained in the indenture, in any supplemental indenture or in any debt securities that may be defective or inconsistent with any other provision contained therein;



•

to modify or amend the indenture in such a manner as to permit the qualification of the indenture or any supplemental indenture under the Trust Indenture Act;



•

to add to or change any of the provisions of the indenture to supplement any of the provisions of the indenture in order to permit the defeasance and discharge of any series of debt securities pursuant to the indenture, so long as any such action does not adversely affect the interests of the holders of debt securities of any series in any material respect;



•

to add to, change, or eliminate any of the provisions of the indenture with respect to one or more series of debt securities, so long as any such addition, change or elimination shall not apply to any debt securities of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision;



•

to evidence and provide for the acceptance of appointment by a successor or separate trustee; and



•

to establish the form or terms of debt securities of any series and to make any change that does not adversely affect the interests of the holders of debt securities.

        With the consent of the holders of at least a majority in principal amount of debt securities of each series affected by such supplemental indenture (each series voting as one class), we and the trustee may enter into one or more supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or modifying in any manner the rights of the holders of debt securities of each such series.

        Notwithstanding our rights and the rights of the trustee to enter into one or more supplemental indentures with the consent of the holders of debt securities of the affected series as described above, no such supplemental indenture shall, without the consent of the holder of each outstanding debt security of the affected series, among other things:

•

change the final maturity of the principal of, or any installment of interest on, any debt securities;



•

reduce the principal amount of any debt securities or the rate of interest on any debt securities;



•

change the currency in which any debt securities are payable;



•

release any security interest that may have been granted with respect to such debt securities;



•

impair the right of the holders to conduct a proceeding for any remedy available to the trustee;



•

reduce the percentage in principal amount of any series of debt securities whose holders must consent to an amendment or supplemental indenture;



•

to modify the ranking or priority of the securities;



•

reduce any premium payable upon the redemption of any debt securities or change the time at which any debt security may be redeemed; or



•

make any change that adversely affects the relative rights of holders of subordinated debt securities with respect to senior debt securities.

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Satisfaction and Discharge of the Indenture; Defeasance

        Except to the extent set forth in a supplemental indenture with respect to any series of debt securities, we, at our election, may discharge the indenture and the indenture shall generally cease to be of any further effect with respect to that series of debt securities if (a) we have delivered to the trustee for cancellation all debt securities of that series (with certain limited exceptions) or (b) all debt securities of that series not previously delivered to the trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year, and we have deposited with the trustee the entire amount sufficient to pay at maturity or upon redemption all such debt securities.

        In addition, we have a "legal defeasance option" (pursuant to which we may terminate, with respect to the debt securities of a particular series, all of our obligations under such debt securities and the indenture with respect to such debt securities) and a "covenant defeasance option" (pursuant to which we may terminate, with respect to the debt securities of a particular series, our obligations with respect to such debt securities under certain specified covenants contained in the indenture). If we exercise our legal defeasance option with respect to a series of debt securities, payment of such debt securities may not be accelerated because of an event of default. If we exercise our covenant defeasance option with respect to a series of debt securities, payment of such debt securities may not be accelerated because of an event of default related to the specified covenants.

        We may exercise our legal defeasance option or our covenant defeasance option with respect to the debt securities of a series only if we irrevocably deposit in trust with the trustee cash or U.S. government obligations (as defined in the indenture) for the payment of principal, premium, if any, and interest with respect to such debt securities to maturity or redemption, as the case may be. In addition, to exercise either of our defeasance options, we must comply with certain other conditions, including the delivery to the trustee of an opinion of counsel to the effect that the holders of debt securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling from the Internal Revenue Service or other change in applicable Federal income tax law).

        The trustee will hold in trust the cash or U.S. government obligations deposited with it as described above and will apply the deposited cash and the proceeds from deposited U.S. government obligations to the payment of principal, premium, if any, and interest with respect to the debt securities of the defeased series. In the case of subordinated debt securities, the money and U.S. government obligations held in trust will not be subject to the subordination provisions of the indenture.

Mergers, Consolidations and Certain Sales of Assets

        We may not

•

consolidate with or merge into any other person or entity or permit any other person or entity to consolidate with or merge into us in a transaction in which we are not the surviving entity, or



•

transfer, lease or dispose of all or substantially all of our assets to any other person or entity

unless:

•

the resulting, surviving or transferee entity shall be a corporation organized and existing under the laws of the United States or any state thereof and such resulting, surviving or transferee entity shall expressly assume, by supplemental indenture, executed and delivered in form satisfactory to the trustee, all of our obligations under the debt securities and the indenture;

14

•

immediately after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the resulting, surviving or transferee entity as a result of such transaction as having been incurred by such entity at the time of such transaction), no default or event of default would occur or be continuing; and



•

we shall have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture.

Governing Law

        The indenture and the debt securities will be governed by the laws of the State of New York.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, incorporator or stockholder of EXACT Sciences, as such, shall have any liability for any obligations of EXACT Sciences under the debt securities or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, solely by reason of his, her, or its status as director, officer, incorporator or stockholder of EXACT Sciences. By accepting a debt security, each holder waives and releases all such liability, but only such liability. The waiver and release are part of the consideration for issuance of the debt securities. Nevertheless, such waiver may not be effective to waive liabilities under the federal securities laws and it has been the view of the SEC that such a waiver is against public policy.

Conversion or Exchange Rights

        Any debt securities offered hereby may be convertible into or exchangeable for shares of our equity or other securities. The terms and conditions of such conversion or exchange will be set forth in the applicable prospectus supplement. Such terms may include, among others, the following:

•

the conversion or exchange price;



•

the conversion or exchange period;



•

provisions regarding our ability or that of the holder to convert or exchange the debt securities;



•

events requiring adjustment to the conversion or exchange price; and



•

provisions affecting conversion or exchange in the event of our redemption of such debt securities.

Concerning the Trustee

        The indenture provides that there may be more than one trustee with respect to one or more series of debt securities. If there are different trustees for different series of debt securities, each trustee will be a trustee of a trust under a supplemental indenture separate and apart from the trust administered by any other trustee under such indenture. Except as otherwise indicated in this prospectus or any prospectus supplement, any action permitted to be taken by a trustee may be taken by the trustee only with respect to the one or more series of debt securities for which it is the trustee under an indenture. Any trustee under the indenture or a supplemental indenture may resign or be removed with respect to one or more series of debt securities. All payments of principal of, premium, if any, and interest on, and all registration, transfer, exchange authentication and delivery (including authentication and delivery on original issuance of the debt securities) of, the debt securities of a series will be effected by the trustee with respect to such series at an office designated by the trustee.

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        The indenture contains limitations on the right of the trustee, should it become a creditor of EXACT Sciences, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. If the trustee acquires an interest that conflicts with any duties with respect to the debt securities, the trustee is required to either resign or eliminate such conflicting interest to the extent and in the manner provided by the indenture.

        The initial trustee is one of a number of banks with which we may maintain ordinary banking relationships and with which we may maintain credit facilities.

Limitations on Issuance of Bearer Debt Securities

        Debt securities in bearer form are subject to special U.S. tax requirements and may not be offered, sold, or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Investors should consult the relevant prospectus supplement, in the event that bearer debt securities are issued for special procedures and restrictions that will apply to such an offering.

DESCRIPTION OF WARRANTS

        We may issue securities warrants for the purchase of debt securities, preferred stock or common stock. Securities warrants may be issued independently or together with debt securities, preferred stock or common stock and may be attached to or separate from any offered securities. Each series of securities warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The securities warrant agent will act solely as our agent in connection with the securities warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of securities warrants or beneficial owners of securities warrants. This summary of some provisions of the securities warrants is not complete. You should refer to the securities warrant agreement, including the forms of securities warrant certificate representing the securities warrants, relating to the specific securities warrants being offered for the complete terms of the securities warrant agreement and the securities warrants. That securities warrant agreement, together with the terms of securities warrant certificate and securities warrants, will be filed with the SEC in connection with the offering of the specific securities warrants.

        The particular terms of any issue of securities warrants will be described in the prospectus supplement relating to the issue. Those terms may include:

•

the title of such warrants;



•

the aggregate number of such warrants;



•

the price or prices at which such warrants will be issued;



•

the currency or currencies (including composite currencies) in which the price of such warrants may be payable;



•

the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;



•

the price at which the securities purchasable upon exercise of such warrants may be purchased;



•

the date on which the right to exercise such warrants will commence and the date on which such right shall expire;

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•

any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;



•

if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;



•

if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;



•

if applicable, the date on and after which such warrants and the related securities will be separately transferable;



•

information with respect to book-entry procedures, if any; and



•

any other terms of such warrants, including terms, procedures and limitations relating to the exchange or exercise of such warrants.

        The prospectus supplement relating to any warrants to purchase equity securities may also include, if applicable, a discussion of certain U.S. federal income tax and ERISA considerations.

        Securities warrants for the purchase of preferred stock and common stock will be offered and exercisable for U.S. dollars only. Securities warrants will be issued in registered form only.

        Each securities warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement.

        After the close of business on the expiration date, unexercised securities warrants will become void. We will specify the place or places where, and the manner in which, securities warrants may be exercised in the applicable prospectus supplement.

        Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

        Prior to the exercise of any securities warrants to purchase debt securities, preferred stock or common stock, holders of the securities warrants will not have any of the rights of holders of the debt securities, preferred stock or common stock purchasable upon exercise, including (i) in the case of securities warrants for the purchase of debt securities, the right to receive payments of principal of, any premium or interest on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture, or (ii) in the case of securities warrants for the purchase of preferred stock or common stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.

PLAN OF DISTRIBUTION

        We may offer and sell the securities being offered pursuant to this prospectus directly to purchasers, to or through one or more underwriters, through one or more dealers or agents, through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent; but may position and resell a portion of the block as principal to facilitate the transaction, directly to one or more purchasers (through a specific bidding or auction process or otherwise) or through a combination of such methods. The prospectus supplement with respect to the securities being offered will set forth the terms of the offering of those securities, including the names of the underwriters, dealers or agents, if any, the purchase price, the net proceeds to us, any underwriting discounts and other items constituting underwriters' compensation, the initial public

17

offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such securities may be listed.

        If underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.

        We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus supplement for those securities.

        If any underwriters are involved in the offer and sale, they will be permitted to engage in transactions that maintain or otherwise affect the price of the securities. These transactions may include over-allotment transactions, purchases to cover short positions created by the underwriter in connection with the offering and the imposition of penalty bids. If an underwriter creates a short position in the securities in connection with the offering, i.e., if it sells more securities than set forth on the cover page of the applicable prospectus supplement, the underwriter may reduce that short position by purchasing the securities in the open market. In general, purchases of a security to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. As noted above, underwriters may also choose to impose penalty bids on other underwriters and/or selling group members. This means that if underwriters purchase securities on the open market to reduce their short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from those underwriters and/or selling group members who sold such securities as part of the offering.

        Neither we nor any underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of such securities. In addition, neither we nor any underwriter make any representation that such underwriter will engage in such transactions or that such transactions, once commenced, will be discontinued without notice.

        If dealers are used in an offering, we will sell the securities to the dealers as principals. The dealers then may resell the securities to the public at varying prices which they determine at the time of resale. We may solicit offers to purchase the securities directly and we may sell the securities directly to institutional or other investors, who may be deemed to be an underwriter within the meaning of the Securities Act with respect to any resales of those securities. The terms of these sales, including the terms of any bidding or auction process, if utilized, will be described in the applicable prospectus supplement. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.

        The securities may be sold directly by us through agents we designate from time to time at a fixed price or prices, which may be changed, or at varying prices determined at the time of sale. If agents are used in an offering, the names of the agents and the terms of the agency will be specified in a

18

prospectus supplement. Unless otherwise indicated in a prospectus supplement, the agents will act on a best-efforts basis for the period of their appointment.

        Dealers and agents named in a prospectus supplement may be deemed to be underwriters (within the meaning of the Securities Act) of the securities described therein. In addition, we may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resales thereof.

        Underwriters, dealers and agents may be entitled to indemnification by us against specific civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereof, under underwriting or other agreements. The terms of any indemnification provisions will be set forth in a prospectus supplement. Certain underwriters, dealers or agents and their associates may engage in transactions with and perform services for us in the ordinary course of business.

        If so indicated in a prospectus supplement, we may authorize underwriters or other persons acting as our agents to solicit offers by institutional investors to purchase securities pursuant to contracts providing for payment and delivery on a future date. We may enter contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutional investors. The obligations of any institutional investor will be subject to the condition that its purchase of the offered securities will not be illegal at the time of delivery. The underwriters and other agents will not be responsible for the validity or performance of such contracts.

        Each series of securities will be a new issue of securities and will have no established trading market (other than our common stock). Any common stock sold pursuant to a prospectus supplement will be eligible for quotation and trading on Nasdaq, subject to official notice of issuance. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities, other than the common stock, may or may not be listed on a national securities exchange or eligible for quotation and trading on Nasdaq.

        In order to comply with the securities laws of some states, if applicable, the securities offered hereby will be sold in those jurisdictions only through registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.

LEGAL MATTERS

        The validity of the securities offered hereby will be passed upon for us by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. Certain legal matters in connection with the securities offered hereby will be passed upon for the underwriter(s), dealer(s) or agents by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC.

EXPERTS

        The consolidated financial statements of EXACT Sciences Corporation at December 31, 2002, and for the year then ended, incorporated by reference in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, and at December 31, 2001 and for each of the two years in the period ended December 31, 2001, by Arthur Andersen LLP, independent auditors, as set forth in their respective reports thereon included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

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        We have been unable to obtain, after reasonable efforts, the written consent of Arthur Andersen LLP to our naming it as an expert and as having audited the consolidated financial statements for the year ended December 31, 2001 and including its audit report in this prospectus. Under these circumstances, Rule 437(a) under the Securities Act permits this registration statement to be filed without the consent of Arthur Andersen LLP. This lack of consent may limit your ability to recover damages from Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information filed by us at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference rooms. Our SEC filings are also available at the SEC's web site at http://www.sec.gov. In addition, you can read and copy our SEC filings at the office of the National Association of Securities Dealers, Inc. at 1735 "K" Street, Washington, D.C. 20006.

        We have filed with the SEC a registration statement on Form S-3 under the Securities Act in connection with this prospectus. This prospectus does not contain all of the information set forth in the registration statement. We have omitted certain parts of the registration statement in accordance with the rules and regulations of the SEC. For further information you should refer to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, you should refer to the copy of such contract or document filed as an exhibit to or incorporated by reference in the registration statement. Each statement as to the contents of such contract or document is qualified in all respects by such reference. You may obtain copies of the registration statement from the SEC's principal office in Washington, D.C. upon payment of the fees prescribed by the SEC, or you may examine the registration statement without charge at the offices of the SEC described above.

INCORPORATION BY REFERENCE

        The SEC allows us to "incorporate by reference" information that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. We incorporate by reference in this prospectus the following documents:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2002, including those portions incorporated by reference therein of our definitive proxy materials on Schedule 14A as filed with the SEC on April 28, 2003;



•

our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2003 and June 30, 2003;



•

the description of our common stock contained in Item 1 of our Registration Statement on Form 8-A filed with the SEC on December 26, 2000, including any amendments or reports filed for the purpose of updating the description; and



•

our Current Report on Form 8-K, filed with the SEC on April 24, 2003.

        Current Reports on Form 8-K containing only Regulation FD or Regulation G disclosure furnished under Item 9 or 12 of Form 8-K are not incorporated herein by reference.

20

        All documents and reports filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports on Form 8-K containing only Regulation FD or Regulation G disclosure furnished under Item 9 or 12 of Form 8-K, unless otherwise indicated therein) after the date of this prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in any prospectus supplement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        We will provide, without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated herein by reference other than exhibits, unless such exhibits specifically are incorporated by reference into such documents or this document. Requests for such documents should be addressed in writing or by telephone to:

EXACT Sciences Corporation 100 Campus Drive
Marlborough, Massachusetts 01752
Attention: Investor Relations
(508) 683-1200

        You should rely only on the information contained in this prospectus, any prospectus supplement or any document to which we have referred you. We have not authorized anyone else to provide you with information that is different. This prospectus and any prospectus supplement may be used only where it is legal to sell these securities. The information in this prospectus or any prospectus supplement is current only as of the date on the front of these documents.

21

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

        The following table sets forth the costs and expenses payable by us in connection with the offerings described in this registration statement, other than underwriting discounts and commissions.

SEC Registration Fee		8,090
Nasdaq National Market Listing Fee		*17,500
Printing Expenses		*25,000
Trustee Fees and Expenses		*10,000
Accounting Fees and Expenses		*10,500
Legal Fees and Expenses		*50,000
Miscellaneous		*20,000
TOTAL	*$	102,840

*

Estimated pursuant to Item 511 of Regulation S-K

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Article Eight of our Sixth Amended and Restated Certificate of Incorporation, eliminates the personal liability of directors to us or our stockholders for monetary damages for breaches of their fiduciary duties (subject to certain exceptions, such as breaches of the duty of loyalty to us or our stockholders).

        Our Amended and Restated By-laws include provisions for mandatory indemnification of our directors, officers, employees or agents provided certain conditions are met. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A Delaware corporation may indemnify any person in connection with a proceeding by or in the right of the corporation to procure judgment in its favor against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action, except that indemnification shall not be made in respect thereof if such person shall have been adjudged to be liable to the corporation unless, and then only to the extent that, a court of competent jurisdiction shall determine upon application that despite such adjudication such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. A Delaware corporation may pay for the expenses, including attorneys' fees, incurred by a director or officer in defending a proceeding in advance of the final disposition upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The statute provides that it is not exclusive of other indemnification

II-1

that may be granted by a corporation's bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

        Under the Delaware General Corporation Law, to the extent that a person is successful on the merits or otherwise in defense of a suit or proceeding brought against such person by reason of the fact that such person is or was a director, officer, employee or agent of EXACT Sciences or is or was serving at the request of EXACT Sciences as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, such person shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection with such action.

        Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of unlawful dividends or unlawful stock purchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit. Our certificate of incorporation provides that no director of EXACT Sciences shall be liable to EXACT Sciences or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for (i) any breach of the director's duty of loyalty to us or our stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) any transaction from which the director derived an improper personal benefit.

        The Delaware General Corporation Law permits the purchase of insurance on behalf of directors and officers against any liability asserted against directors and officers and incurred by such persons in such capacity, whether or not the corporation would have the power to indemnify such person against such liability. Our by-laws permit us to purchase and maintain insurance on behalf of our directors, officers and certain other parties against any liability asserted against and incurred by such person in such capacity, whether or not we would have the power to indemnify such person against such liability.

        In addition, we maintain a directors' and officers' liability insurance policy.

ITEM 16. EXHIBITS

Exhibit No.	Description
1.1	Form of Underwriting Agreement.**
4.1	Provisions of the Sixth Amended and Restated Certificate of Incorporation, that define the rights of securityholders of EXACT Sciences (incorporated by reference to Exhibit 3.1 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
4.2	Provisions of the Amended and Restated By-laws, that define the rights of securityholders of EXACT Sciences (incorporated by reference to Exhibit 3.2 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
4.3	Form of Indenture between the Company and U.S. Bank National Association, as trustee, relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness.*
4.4	Form of Senior Debt Security.**
4.5	Form of Subordinated Debt Security.**
4.6	Form of Debt Warrant Agreement (together with form of Debt Warrant Certificate).**
4.7	Form of Common Stock Warrant Agreement (together with form of Common Stock Warrant Certificate).**

II-2

4.8	Form of Preferred Stock Warrant Agreement (together with form of Preferred Stock Warrant Certificate).**
4.9	Form of Certificate of Designation for the Preferred Stock (together with Preferred Stock Certificate).**
4.10	Specimen Certificate for the Company's Common Stock (incorporated by reference to Exhibit 4 filed with the Company's Registration Statement on Form S-1 dated December 26, 2000).
5.1	Legal Opinion of Testa, Hurwitz &Thibeault, LLP.*
12.1	Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends.*
23.1	Consent of Ernst and Young LLP.*
23.1(b)	Information regarding Arthur Andersen LLP.*
23.2	Consent of Testa, Hurwitz &Thibeault, LLP (included in the opinion filed as Exhibit 5.01).*
24.1	Power of Attorney (included in signature pages to Registration Statement).*
25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the Indenture.*

*

Filed Herewith

**

To be subsequently filed by an amendment to the Registration Statement or by a Current Report on Form 8-K.

ITEM 17. UNDERTAKINGS

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, pursuant to Item 15 above or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby further undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by such clauses is contained in periodic reports filed with the Securities and Exchange Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated herein by reference.

II-3

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

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



(4)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(5)

That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.



(6)

That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(7)

To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 11^th day of September, 2003.

EXACT SCIENCES CORPORATION
By:	/s/  JOHN A. MCCARTHY, JR. John A. McCarthy, Jr. Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Don M. Hardison and John A. McCarthy, Jr., and each of them, with the power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her or in his or her name, place and stead, in any and all capacities to sign any and all amendments or post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, and in connection with any registration of additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to sign any abbreviated registration statements and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, in each case, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities set forth below on the 11^th day of September, 2003.

Signature	Title
/s/  STANLEY N. LAPIDUS Stanley N. Lapidus	Chairman of the Board and Director
/s/  DON M. HARDISON Don M. Hardison	President and Chief Executive Officer (Principal Executive Officer)
/s/  JOHN A. MCCARTHY, JR. John A. McCarthy, Jr.	Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

II-5

/s/  RICHARD W. BARKER Richard W. Barker	Director
/s/  SALLY W. CRAWFORD Sally W. Crawford	Director
/s/  EDWIN M. KANIA, JR. Edwin M. Kania, Jr.	Director
/s/  CONNIE MACK, III Connie Mack, III	Director
Lance Willsey	Director
/s/  PATRICK ZENNER Patrick Zenner	Director

II-6

EXHIBIT INDEX

1.1	Form of Underwriting Agreement.**
4.1	Provisions of the Restated Certificate of Incorporation, as amended, that define the rights of securityholders of EXACT Sciences Corporation (incorporated by reference to Exhibit 3.1 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
4.2	Provisions of the Amended and Restated By-laws, that define the rights of securityholders of EXACT Sciences Corporation (incorporated by reference to Exhibit 3.2 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
4.3	Form of Indenture between the Company and U.S. Bank National Association, as trustee, relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness.*
4.4	Form of Senior Debt Security.**
4.5	Form of Subordinated Debt Security.**
4.6	Form of Debt Warrant Agreement (together with form of Debt Warrant Certificate).**
4.7	Form of Common Stock Warrant Agreement (together with form of Common Stock Warrant Certificate).**
4.8	Form of Preferred Stock Warrant Agreement (together with form of Preferred Stock Warrant Certificate).**
4.9	Form of Certificate of Designation for the Preferred Stock (together with Preferred Stock Certificate).**
4.10	Specimen Certificate for the Company's Common Stock (incorporated by reference to Exhibit 4.1 filed with the Company's Registration Statement on Form S-1 dated December 26, 2000).
5.1	Legal Opinion of Testa, Hurwitz &Thibeault, LLP.*
12.1	Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends.*
23.1	Consent of Ernst & Young LLP.*
23.1(b)	Information regarding Arthur Andersen LLP.*
23.2	Consent of Testa, Hurwitz &Thibeault, LLP (included in the opinion filed as Exhibit 5.01).*
24.1	Power of Attorney (included in signature pages to Registration Statement).*
25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the Indenture.*

*

Filed Herewith

**

To be subsequently filed by an amendment to the Registration Statement or by a Current Report on Form 8-K.

EX-4.3

                                                                     EXHIBIT 4.3

                                    INDENTURE

                                     between

                           EXACT Sciences Corporation

                                       and

                         U.S. Bank National Association

                                     TRUSTEE

                              Dated as of _________

                            Providing for Issuance of
                            Debt Securities in Series




Reconciliation and tie between Indenture, dated as of _________, and the Trust
Indenture Act of 1939, as amended.



Trust Indenture Act of 1939 Section                    Indenture Section
- -----------------------------------                    -----------------
                                                    
310 (a) (1)                                            6.11
    (a) (2)                                            6.11
    (a) (3)                                            TIA
    (a) (4)                                            Not Applicable
    (a) (5)                                            TIA
    (b)                                                6.9; 6.11; TIA

311 (a)                                                TIA
    (b)                                                TIA

312 (a)                                                6.7
    (b)                                                TIA
    (c)                                                TIA

313 (a)                                                6.6; TIA
    (b)                                                TIA
    (c)                                                6.6; TIA
    (d)                                                6.6

314 (a)                                                9.6; 9.7; TIA
    (b)                                                Not Applicable
    (c) (1)                                            1.2
    (c) (2)                                            1.2
    (c) (3)                                            Not Applicable
    (d)                                                Not Applicable
    (e)                                                1.2
    (f)                                                TIA

315 (a)                                                TIA
    (b)                                                6.5
    (c)                                                6.1
    (d) (1)                                            TIA
    (d) (2)                                            TIA
    (d) (3)                                            TIA
    (e)                                                TIA

316 (a) (1) (A)                                        5.8
    (a) (1) (B)                                        5.7
    (b)                                                5.2; 5.10
    (c)                                                TIA






Trust Indenture Act of 1939 Section                    Indenture Section
- -----------------------------------                    -----------------
                                                    
317 (a) (1)                                            5.3
    (a) (2)                                            5.4
    (b)                                                9.3
318 (a)                                                1.11
    (b)                                                TIA
    (c)                                                1.11; TIA


Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.



                                TABLE OF CONTENTS



                                                                                      Page
                                                                                      ----
                                                                                     
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................1

 1.1. DEFINITIONS........................................................................1
 1.2. COMPLIANCE CERTIFICATES AND OPINIONS...............................................8
 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............................................9
 1.4. ACTS OF HOLDERS....................................................................9
 1.5. NOTICES, ETC., TO TRUSTEE AND COMPANY.............................................11
 1.6. NOTICE TO HOLDERS; WAIVER.........................................................12
 1.7. HEADINGS AND TABLE OF CONTENTS....................................................13
 1.8. SUCCESSOR AND ASSIGNS.............................................................13
 1.9. SEPARABILITY......................................................................13
 1.10. BENEFITS OF INDENTURE............................................................13
 1.11. GOVERNING LAW....................................................................13
 1.12. LEGAL HOLIDAYS...................................................................13
 1.13. NO RECOURSE AGAINST OTHERS.......................................................14

ARTICLE II SECURITY FORMS...............................................................14

 2.1. FORMS GENERALLY...................................................................14
 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...................................14
 2.3. SECURITIES IN GLOBAL FORM.........................................................15
 2.4. FORM OF LEGEND FOR SECURITIES IN GLOBAL FORM......................................15

ARTICLE III THE SECURITIES..............................................................16

 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES..............................................16
 3.2. DENOMINATIONS.....................................................................21
 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING....................................21
 3.4. TEMPORARY SECURITIES..............................................................24
 3.5. REGISTRATION, TRANSFER AND EXCHANGE...............................................25
 3.6. REPLACEMENT SECURITIES............................................................28
 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED....................................29
 3.8. PERSONS DEEMED OWNERS.............................................................31
 3.9. CANCELLATION......................................................................32
 3.10. COMPUTATION OF INTEREST..........................................................32
 3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES..........................32
 3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT...............................37
 3.13. WIRE TRANSFERS...................................................................37
 3.14. CUSIP NUMBERS....................................................................38

ARTICLE IV SATISFACTION, DISCHARGE AND DEFEASANCE.......................................38

 4.1. TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE..........................38
 4.2. APPLICATION OF TRUST FUNDS........................................................39
 4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO EFFECT DEFEASANCE
 OR COVENANT DEFEASANCE.................................................................40
 4.4. DEFEASANCE AND DISCHARGE..........................................................40
 4.5. COVENANT DEFEASANCE...............................................................40
 4.6. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE...................................41
 4.7. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST....................43
 4.8. REPAYMENT TO COMPANY..............................................................43
 4.9. INDEMNITY FOR GOVERNMENT OBLIGATIONS..............................................43


                                        i


                                                                                     
ARTICLE V DEFAULTS AND REMEDIES.........................................................44

 5.1. EVENTS OF DEFAULT.................................................................44
 5.2. ACCELERATION; RESCISSION AND ANNULMENT............................................45
 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE...................45
 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM..................................................46
 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.......................46
 5.6. DELAY OR OMISSION NOT WAIVER......................................................46
 5.7. WAIVER OF PAST DEFAULTS...........................................................46
 5.8. CONTROL BY MAJORITY...............................................................47
 5.9. LIMITATION ON SUITS BY HOLDERS....................................................47
 5.10. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.............................................47
 5.11. APPLICATION OF MONEY COLLECTED...................................................48
 5.12. RESTORATION OF RIGHTS AND REMEDIES...............................................49
 5.13. RIGHTS AND REMEDIES CUMULATIVE...................................................49

ARTICLE VI THE TRUSTEE..................................................................49

 6.1. RIGHTS OF TRUSTEE.................................................................49
 6.2. TRUSTEE MAY HOLD SECURITIES.......................................................51
 6.3. MONEY HELD IN TRUST...............................................................51
 6.4. TRUSTEE'S DISCLAIMER..............................................................52
 6.5. NOTICE OF DEFAULTS................................................................52
 6.6. REPORTS BY TRUSTEE TO HOLDERS.....................................................52
 6.7. SECURITY HOLDER LISTS.............................................................52
 6.8. COMPENSATION AND INDEMNITY........................................................53
 6.9. REPLACEMENT OF TRUSTEE............................................................54
 6.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...........................................55
 6.11. ELIGIBILITY; DISQUALIFICATION....................................................56
 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS......................57
 6.13. APPOINTMENT OF AUTHENTICATING AGENT..............................................57

ARTICLE VII CONSOLIDATION, MERGER OR SALE BY THE COMPANY................................58

 7.1. CONSOLIDATION, MERGER OR SALE OF ASSETS PERMITTED.................................58

ARTICLE VIII SUPPLEMENTAL INDENTURES....................................................59

 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS................................59
 8.2. WITH CONSENT OF HOLDERS...........................................................60
 8.3. COMPLIANCE WITH TRUST INDENTURE ACT...............................................62
 8.4. EXECUTION OF SUPPLEMENTAL INDENTURES..............................................62
 8.5. EFFECT OF SUPPLEMENTAL INDENTURES.................................................62
 8.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES................................62

ARTICLE IX COVENANTS....................................................................63

 9.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST...............................63
 9.2. MAINTENANCE OF OFFICE OR AGENCY...................................................63
 9.3. MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED MONEY.........................64
 9.4. CORPORATE EXISTENCE...............................................................65
 9.5. MAINTENANCE OF PROPERTIES.........................................................65
 9.6. REPORTS BY THE COMPANY............................................................66
 9.7. ANNUAL REVIEW CERTIFICATE.........................................................66
 PAYMENT OF TAXES AND OTHER CLAIMS......................................................66

ARTICLE X REDEMPTION....................................................................68

 10.1. APPLICABILITY OF ARTICLE.........................................................68
 10.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE............................................68



                                       ii


                                                                                     
 10.3. SELECTION OF SECURITIES TO BE REDEEMED...........................................68
 10.4. NOTICE OF REDEMPTION.............................................................69
 10.5. DEPOSIT OF REDEMPTION PRICE......................................................70
 10.6. SECURITIES PAYABLE ON REDEMPTION DATE............................................70
 10.7. SECURITIES REDEEMED IN PART......................................................71

ARTICLE XI SINKING FUNDS................................................................72

 11.1. APPLICABILITY OF ARTICLE.........................................................72
 11.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES............................72
 11.3. REDEMPTION OF SECURITIES FOR SINKING FUND........................................72



                                       iii


     INDENTURE, dated as of __________, between EXACT Sciences Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and U.S. Bank National Association, as trustee, a national
banking association organized and existing under the laws of the United States
of America (the "Trustee").

                                    RECITALS

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

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

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 1.1. DEFINITIONS. (a) For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

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

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

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

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

     "Agent" means any Paying Agent or Registrar.



     "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 6.13.

     "Authorized Newspaper" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or different Authorized Newspapers.

     "Bearer Security" means any Security issued hereunder which is payable to
bearer.

     "Board" or "Board of Directors" means the Board of Directors of the Company
or any duly authorized committee thereof.

     "Board Resolution" means a copy of one or more resolutions of the Board of
Directors, certified by the Corporate Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of the certificate.

     "Business Day", when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or obligated by law or executive order to close, except as may
otherwise be provided in the form of Security of any particular series pursuant
to the provisions of this Indenture.

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

     "Common Stock" means the common shares, $0.01 par value per share, of the
Company.

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

     "Company Order" and "Company Request" mean, respectively, a written order
or request signed in the name of the Company by the President, the Chief
Executive Officer, the Chief Financial Officer, any Vice President, the
Treasurer or the Corporate Secretary of the Company.

     "Corporate Trust Office" means the corporate trust office of the Trustee at
which at any particular time this Indenture shall be principally administered,
which office at the date hereof is located at One Federal Street, Boston,
Massachusetts 02110, Attention: Corporate Trust Department.

                                        2


     "Currency unit", for all purposes of this Indenture, shall include any
composite currency.

     "Default" means any event which is, or after notice or passage of time, or
both, would be, an Event of Default.

     "Depository", when used with respect to the Securities of or within any
series issuable or issued in whole or in part in global form, means the Person
designated as Depository by the Company pursuant to Section 3.1 until a
successor Depository shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depository hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

     "Dollar" or "$" means the coin or currency of the United States as at the
time of payment is legal tender for the payment of public and private debts.

     "Euro" means the lawful currency of the participating member states of the
European Union that adopt a single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union
signed February 7, 1992.

     "Foreign Currency" shall mean any currency issued by the government or
governments of one or more countries other than the United States or by any
recognized confederation or association of such governments and shall include
the Euro.

     "Government Obligations" means securities which are (i) direct obligations
of the United States or, if specified as contemplated by Section 3.1, the
government which issued the currency in which the Securities of a particular
series are payable, for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States or, if specified as
contemplated by Section 3.1, such government which issued the foreign currency
in which the Securities of such series are payable, for the payment of which the
full faith and credit of the United States or such other government is pledged
(whether by guaranty or otherwise), which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation evidenced by such depository
receipt.

     "Holder" means, with respect to a Bearer Security, a bearer thereof or of a
coupon appertaining thereto and, with respect to a Registered Security, a person
in whose name such Registered Security is registered on the Register.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and

                                        3


any such supplemental indenture, the provisions of the Trust Indenture Act that
are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term "Indenture" shall also include the terms of
the particular series of Securities established as contemplated by Section 3.1;
provided, however, that if at any time more than one Person is acting as Trustee
under this Indenture due to the appointment of one or more separate Trustees for
any one or more separate series of Securities, "Indenture" shall mean, with
respect to such series of Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as
contemplated by Section 3.1, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee, but to which such Person, as such Trustee, was not a party; provided
further that in the event that this indenture is supplemented or amended by one
or more indentures supplemental hereto which are only applicable to certain
series of Securities, the term "Indenture" for a particular series of Securities
shall only include the supplemental indentures applicable thereto.

     "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

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

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

     "Officer" means the President, the Chief Executive Officer, the Chief
Financial Officer, any Vice President, the Treasurer or the Corporate Secretary
of the Company.

     "Officers' Certificate" means a certificate signed by the President, the
Chief Executive Officer, the Chief Financial Officer, any Vice President, the
Corporate Secretary or the Treasurer of the Company.

     "Opinion of Counsel" means a written opinion of legal counsel, who may be,
without limitation, (a) an employee of the Company, or (b) outside counsel
designated by the Company.

                                        4


     "Original Issue Discount Security" means any Security which provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

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

          (iii)     Securities, except to the extent provided in Sections 4.4
                    and 4.5, with respect to which the Company has effected
                    defeasance and/or covenant defeasance as provided in Article
                    IV; and

          (iv)      Securities which have been paid pursuant to Section 3.6 or
                    in exchange for or in lieu of which other Securities have
                    been authenticated and delivered pursuant to this Indenture,
                    other than any such Securities in respect of which there
                    shall have been presented to the Trustee proof satisfactory
                    to it that such Securities are held by a bona fide purchaser
                    in whose hands such Securities are valid obligations of the
                    Company;

provided, however, that unless otherwise provided with respect to any Securities
of any series pursuant to Section 3.1, in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or
whether sufficient funds are available for redemption or for any other purpose,
and for the purpose of making the calculations required by section 313 of the
Trust Indenture Act or are present at a meeting of Holders for quorum purposes,
(w) the principal amount of any Original Issue Discount Securities that may be
counted in making such determination or calculation and that shall be deemed to
be Outstanding for such purpose shall be equal to the amount of principal
thereof that would be (or shall have been declared to be) due and payable, at
the time of such determination, upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.2, (x) the principal amount of any
Security denominated in one or more Foreign Currencies or currency units that
may be counted in making such determination or calculation and that shall be
deemed Outstanding for such purpose shall be equal to the Dollar equivalent,
determined as of the date such Security is originally issued by the Company as
set forth in an Exchange Rate Officer's Certificate delivered to the Trustee, of
the principal amount

                                        5


(or, in the case of an Original Issue Discount Security, the Dollar equivalent,
determined as of such date of original issuance, of the amount determined as
provided in clause (w) above) of such Security, (y) unless otherwise provided
with respect to such Security pursuant to Section 3.1, the principal amount of
any Indexed Security that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the principal face amount of such Indexed Security at original issuance, and
(z) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, or
determination as to the presence of a quorum, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

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

     "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Maturity thereof and the redemption provisions, if
any, with respect thereto, are to be determined by the Company upon the issuance
of such Securities.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof or any other entity.

     "Place of Payment", when used with respect to the Securities of or within
any series, means the place or places where the principal of, premium, if any,
and interest and any other payments on such Securities are payable as specified
as contemplated by Sections 3.1 and 9.2.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Preferred Stock" as applied to the capital stock of the Company means
capital stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of the Company, over shares
of Common Stock of such corporation.

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

                                        6


     "Redemption Price", when used with respect to any Security to be redeemed,
in whole or in part, means the price at which it is to be redeemed pursuant to
this Indenture.

     "Registered Security" means any Security issued hereunder and registered as
to principal and interest in the Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 3.1, which date shall be, unless otherwise
specified pursuant to Section 3.1, the fifteenth day preceding such Interest
Payment Date, whether or not such day shall be a Business Day.

     "Responsible Officer", when used with respect to the Trustee, shall mean
any senior vice president, vice president, any assistant vice president or
assistant secretary working in its corporate trust department and assigned
responsibility for this engagement, or any other officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, working in its corporate trust
department and assigned responsibility for this engagement, or to whom any
corporate trust matter relating to the Indenture or the Securities is referred
because of his knowledge of and familiarity with a particular subject.

     "Security" or "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means a Security or Securities of the
Company issued, authenticated and delivered under this Indenture.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

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

     "Subsidiary" means any Person of which the Company at the time owns or
controls, directly or indirectly, more than 50% of the shares of outstanding
stock or other equity interests having general voting power under ordinary
circumstances to elect a majority of the Board of Directors, managers or
trustees, as the case may be, of such Person (irrespective of whether or not at
the time stock of any other class or classes or other equity interests of such
corporation shall have or might have voting power by reason of the happening of
any contingency).

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in effect on
the date of this Indenture, except as provided in Section 8.3.

     "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

                                        7


     "United States" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

      "U.S. Person" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, an individual citizen
or resident of the United States, a corporation created or organized in or under
the laws of the United States, any State thereof or the District of Columbia, or
a partnership, estate or trust treated as a domestic partnership, estate or
trust for United States federal income tax purposes.

          (b)       The following terms shall have the meanings specified in the
                    Sections referred to opposite such term below:



                      Term                             Section
                      ----                             -------
                                                    
                      "Act"                            1.4(a)
                      "Bankruptcy Law"                 5.1
                      "Claims"                         6.8(b)
                      "Component Currency"             3.11(h)
                      "Conversion Date"                3.11(d)
                      "Conversion Event"               3.11(h)
                      "Custodian"                      5.1
                      "Defaulted Interest"             3.7(b)
                      "Election Date"                  3.11(h)
                      "Event of Default"               5.1
                      "Exchange Rate Agent"            3.11(h)
                      "Exchange Rate Officer's
                        Certificate"                   3.11(h)
                      "Market Exchange Rate"           3.11(h)
                      "Register"                       3.5
                      "Registrar"                      3.5
                      "Specified Amount"               3.11(h)
                      "Valuation Date"                 3.11(c)


     SECTION 1.2. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Sections 2.3 and
9.7) shall include:

                                        8


          (1)       a statement that the individual signing such certificate or
                    opinion has read such condition or covenant and any
                    definitions in this Indenture that are used in such
                    certificate or opinion;

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

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

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

     SECTION 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

     Any certificate or opinion of an officer of the Company or of counsel may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such officer or counsel, as the case may be, knows
that the certificate or opinions or representations as to such accounting
matters are erroneous.

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

     SECTION 1.4. ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed

                                        9


by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

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

          (c)       The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed by any trust
company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depository, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (i) another such certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
(ii) such Bearer Security is produced to the Trustee by some other Person, (iii)
such Bearer Security is surrendered in exchange for a Registered Security or
(iv) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

          (d)       The ownership of Registered Securities shall be proved by
the Register (as defined in Section 3.5 below).

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

          (f)       If the Company shall solicit from the Holders of any series
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, fix in advance a record date for the
determination of Holders of such series entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the

                                       10


Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of such
series of record at the close of business on such record date shall be deemed to
be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities of such series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities of such
series shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be
deemed effective unless taken on or prior to the applicable Expiration Date (as
defined below) by Holders of the requisite amount of Outstanding Securities of
such series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite amount of
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Notes in the manner set forth in Section 1.6.

     With respect to any record date set pursuant to this Section 1.4, the
Company may designate any date as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Trustee, and to each Holder of Securities of the applicable
series in the manner set forth in Section 1.6 on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to any
record date pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

          (g)       Without limiting the foregoing, a Holder entitled hereunder
to take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents, each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.

          (h)       The Company and the Trustee may make reasonable rules for
action by or at a meeting of Holders.

     SECTION 1.5.   NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

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

                                       11


          (2)       the Company by the Trustee or by any Holder shall be
                    sufficient for every purpose hereunder (unless otherwise
                    herein expressly provided) if in writing and mailed,
                    first-class postage prepaid, to the Company addressed to it
                    at EXACT Sciences Corporation, 100 Campus Drive,
                    Marlborough, Massachusetts 01752 or at any other address
                    previously furnished in writing to the Trustee by the
                    Company.

     SECTION 1.6. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for
notice to Holders of any event, (i) if any of the Securities affected by such
event are Registered Securities, such notice to the Holders thereof shall be
sufficiently given (unless otherwise herein or in the terms of such Securities
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Register, within the time prescribed for the giving of such notice and, (ii) if
any of the Securities affected by such event are Bearer Securities, notice to
the Holders thereof shall be sufficiently given (unless otherwise herein or in
the terms of such Bearer Securities expressly provided) if published once in an
Authorized Newspaper in New York, New York, and in such other city or cities, if
any, as may be specified as contemplated by Section 3.1.

     In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. In any case where notice is given to
Holders by publication, neither the failure to publish such notice, nor any
defect in any notice so published, shall affect the sufficiency of such notice
with respect to other Holders of Bearer Securities or the sufficiency of any
notice to Holders of Registered Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

     If by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice as provided above,
then such notification as shall be made with the approval of the Trustee (such
approval not to be unreasonably withheld) shall constitute a sufficient
notification for every purpose hereunder. If it is impossible or, in the opinion
of the Trustee, impracticable to give any notice by publication in the manner
herein required, then such publication in lieu thereof as shall be made with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

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

                                       12


     SECTION 1.7. HEADINGS AND TABLE OF CONTENTS. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

     SECTION 1.8. SUCCESSOR AND ASSIGNS. All covenants and agreements in this
Indenture by the Company shall bind its successor and assigns, whether so
expressed or not.

     Any act or proceeding that is required or permitted by any provision of
this Indenture and that is authorized or required to be done or performed by any
board, committee or officer of the Company shall and may be done and performed
with like force and effect by the like board, committee or officer of any
corporation that shall at the time be the successor or assign of the Company.

     SECTION 1.9. SEPARABILITY. In case any provision of this Indenture or the
Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     SECTION 1.10. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

     SECTION 1.11. GOVERNING LAW. UNLESS OTHERWISE PROVIDED WITH RESPECT TO ANY
SECURITIES OF ANY SERIES PURSUANT TO SECTION 3.1, THIS INDENTURE, THE SECURITIES
AND ANY COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE. This Indenture is subject to the Trust
Indenture Act and if any provision hereof limits, qualifies or conflicts with a
provision included in this Indenture which is required by the Trust Indenture
Act, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified, or to be excluded, as the case may be, whether or not
such provision of this Indenture refers expressly to such provision of the Trust
Indenture Act.

     SECTION 1.12. LEGAL HOLIDAYS. Unless otherwise provided with respect to any
Security or Securities pursuant to Section 3.1, in any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity or other payment date of any Security shall not be a Business Day at
any Place of Payment, then, notwithstanding any other provision of this
Indenture or any Security or coupon, payment of principal, premium, if any or
interest or other payments need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on such date; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity or other payment date, as the case may be.

                                       13


     SECTION 1.13. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, agent, member, manager, trustee or stockholder, as
such, of the Company or any successor Person shall have any liability for any
obligations of the Company or any successor Person, either directly or through
the Company or any successor Person, under the Securities or this Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation, whether by virtue of any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise. By accepting a Security, each Holder agrees to the
provisions of this Section 1.13 and waives and releases all such liability. Such
waiver and release shall be part of the consideration for the issue of the
Securities.

                                   ARTICLE II

                                 SECURITY FORMS

     SECTION 2.1. FORMS GENERALLY. The Securities of each series and the
coupons, if any, to be attached thereto shall be in substantially such form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the Company
may deem appropriate or as may be required to comply with any applicable law,
rule or regulation or with the rules or usage of any securities exchange or
Depository therefor or as may, consistently herewith, be determined by the
officers executing such Securities and coupons, if any, as evidenced by their
execution of the Securities and coupons, if any. If temporary Securities of any
series are issued as permitted by Section 3.4, the form thereof also shall be
established as provided in the preceding sentence. If the forms of Securities
and coupons, if any, of any series are established by, or by action taken
pursuant to, a Board Resolution, a copy of the Board Resolution, and, if such
Board Resolution delegates a particular action to another Person, an appropriate
record of any such action taken pursuant thereto, including a copy of the
approved form of Securities or coupons, if any, shall be certified by the
Corporate Secretary or an Assistant Secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3 for the authentication and delivery of such Securities.

     Unless otherwise specified as contemplated by Section 3.1, Bearer
Securities shall have interest coupons attached.

     The definitive Securities and coupons, if any, shall be typeset, printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner or medium, all as determined by the officers executing such
Securities and coupons, if any, as evidenced by their execution of such
Securities and coupons, if any.

     SECTION 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to
Section 6.13 (as applicable to any Authenticating Agent), the Trustee's
certificate of authentication shall be in substantially the following form:

                                       14


     This is one of the [Securities] [of the series designated herein and]
referred to in the within-mentioned Indenture.

                                  __________________________, as Trustee

Dated:                               By:
                                        ----------------------------------------
                                        AUTHORIZED SIGNATORY

     SECTION 2.3. SECURITIES IN GLOBAL FORM. If Securities of or within a series
are issuable in whole or in part in global form, any such Security may provide
that it shall represent the aggregate or specified amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced or increased to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
or changes in the rights of Holders, of Outstanding Securities represented
thereby, shall be made in such manner and by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3 and, if
applicable, Section 3.4, the Trustee shall deliver and redeliver any security in
permanent global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. Any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section 1.2
hereof and need not be accompanied by an Opinion of Counsel.

     The provisions of the last paragraph of Section 3.3 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last paragraph of Section 3.3.

     Notwithstanding the provisions of Section 2.1 and 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of, premium, if
any, and interest on any Security in permanent global form shall be made to the
Person or Persons specified therein.

     SECTION 2.4. FORM OF LEGEND FOR SECURITIES IN GLOBAL FORM. Unless otherwise
provided with respect to any Securities of any series pursuant to Section 3.1 or
required by the Depository, any Security of such series in global form
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

          This Security is in global form within the meaning of the Indenture
          hereinafter referred to and is registered in the name of a Depository
          or a nominee of a Depository. Unless and until it is exchanged in
          whole or in part for Securities in certificated form, this Security
          may not be transferred except as a whole by the Depository to a
          nominee of the Depository or by a nominee of the Depository to the
          Depository or another nominee of the Depository or by the Depository
          or any such nominee to a successor Depository or a nominee of such
          successor

                                       15


          Depository. Every Security authenticated and delivered upon
          registration of, or in exchange for, or in lieu of, this Security will
          be in global form, subject to the foregoing.

                                   ARTICLE III

                                 THE SECURITIES

     SECTION 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES. (a) The aggregate
principal amount of Securities which may be authenticated, delivered and
outstanding under this Indenture is unlimited. The Securities may be issued from
time to time in one or more series.

          (b)       The following matters shall be established, without the
approval of any Holders, with respect to each series of Securities issued
hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board
Resolution and (subject to Section 3.3) set forth, or determined in the manner
provided, in an Officers' Certificate or (iii) in one or more indentures
supplemental hereto (provided, however, that any changes to terms that are
established by a Board Resolution shall, after their initial establishment, also
be governed by the requirements of Sections 8.1 and 8.2):

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

                    (2)       any limit upon the aggregate principal amount of
                              the Securities of the series which may be
                              authenticated, delivered and outstanding under
                              this Indenture (which limit shall not pertain to
                              Securities authenticated and delivered upon
                              registration of transfer of, or in exchange for,
                              or in lieu of, other Securities of the series
                              pursuant to Section 3.4, 3.5, 3.6, 8.6, or 10.7
                              and except for any Securities which, pursuant to
                              Section 3.3, are deemed never to have been
                              authenticated and delivered hereunder);

                    (3)       the date or dates on which the principal of and
                              premium, if any, on the Securities of the series
                              is payable or the method of determination and/or
                              extension of such date or dates; and the amount or
                              amounts of such principal and premium, if any,
                              payments or the method of determination thereof;

                    (4)       the rate or rates (which may be fixed or variable)
                              at which the Securities of the series shall bear
                              interest, if any, or the method of calculating
                              and/or resetting such rate or rates of interest,
                              the date or dates from which such interest shall
                              accrue or the method by which such date or dates
                              shall be determined, the Interest Payment Dates on
                              which any such interest shall be payable or the
                              method by which such dates will be determined, the
                              terms of any deferral of interest and the
                              additional interest, if any, thereon and, with
                              respect to

                                       16


                              Registered Securities, the Regular Record Date, if
                              any, for the interest payable on any Registered
                              Security on any Interest Payment Date, the right,
                              if any, of the Company to extend the Interest
                              Payment Dates and the Regular Record Date, if any,
                              and the duration of the extensions and the basis
                              upon which interest shall be calculated if other
                              than upon a 360-day year of twelve 30-day months;

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

                    (6)       the period or periods within which, the price or
                              prices at which, the currency or currencies
                              (including currency units) in which, and the other
                              terms and conditions upon which, Securities of the
                              series may be redeemed, in whole or in part, at
                              the option of the Company or otherwise, and, if
                              other than as provided in Section 10.3, the manner
                              in which the particular Securities of such series
                              (if less than all Securities of such series are to
                              be redeemed) are to be selected for redemption;

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

                    (8)       if other than denominations of $1,000 and any
                              integral multiple thereof, for Registered
                              Securities, and if other than denominations of
                              $5,000 and any integral multiple thereof, for
                              Bearer Securities, the denominations in which
                              Securities of the series shall be issuable;

                    (9)       if other than Dollars, the currency or currencies
                              (including currency unit or units) in which the
                              principal of, premium, if any, and interest, if
                              any, or other payments, if any, on the Securities
                              of the series shall be payable, or in which the
                              Securities of the series shall be denominated, and
                              the particular provisions applicable thereto in
                              accordance with, in addition to, or in lieu of the
                              provisions of Section 3.11;

                    (10)      the terms, if any, upon which Securities of the
                              series may be convertible into or exchanged for
                              other Securities, Common Stock, Preferred Stock,
                              other debt securities, warrants to purchase any of

                                       17


                              the foregoing, or other securities of any kind of
                              the Company or any other obligor and the terms and
                              conditions upon which the conversion or exchange
                              shall be effected, including the initial
                              conversion or exchange price or rate, the
                              conversion or exchange period, and any other
                              additional provisions;

                    (11)      if the payments of principal of, premium, if any,
                              or interest, if any, or other payments, if any, on
                              the Securities of the series are to be made, at
                              the election of the Company or a Holder, in a
                              currency or currencies (including currency unit or
                              units) other than that in which such Securities
                              are denominated or designated to be payable, the
                              currency or currencies (including currency unit or
                              units) in which such payments are to be made, the
                              terms and conditions of such payments and the
                              manner in which the exchange rate with respect to
                              such payments shall be determined, and the
                              particular provisions applicable thereto in
                              accordance with, in addition to, or in lieu of the
                              provisions of Section 3.11;

                    (12)      if the amount of payments of principal of,
                              premium, if any, and interest, if any, or other
                              payments, if any, on the Securities of the series
                              shall be determined with reference to an index,
                              formula or other method (which index, formula or
                              method may be based, without limitation, on the
                              price of one or more commodities, derivatives or
                              securities; one or more securities, derivatives or
                              commodities exchange indices or other indices; a
                              currency or currencies (including currency unit or
                              units) other than that in which the Securities of
                              the series are denominated or designated to be
                              payable; or any other variable or the relationship
                              between any variables or combination of
                              variables), the index, formula or other method by
                              which such amounts shall be determined;

                    (13)      if other than the principal amount thereof, the
                              portion of the principal amount of such Securities
                              of the series or other amount which shall be
                              payable upon declaration of acceleration thereof
                              pursuant to Section 5.2 or provable in bankruptcy
                              or the method by which such portion or amount
                              shall be determined;

                    (14)      if other than as provided in Section 3.7, the
                              Person to whom any interest on any Registered
                              Security of the series shall be payable and the
                              manner in which, or the Person to whom, any
                              interest on any Bearer Securities of the series
                              shall be payable;

                    (15)      if the principal amount payable at the Maturity of
                              any Securities of the series will not be
                              determinable as of one or more dates prior to
                              Maturity, the amount which shall be deemed to be
                              the principal amount of such Securities as of any
                              such date hereunder or

                                       18


                              thereunder, or, if other than as provided in the
                              definition of the term "Outstanding", which shall
                              be deemed to be Outstanding as of any date prior
                              to the Stated Maturity (or, in any such case, the
                              manner in which such amount deemed to be the
                              principal amount shall be determined) and, if
                              necessary, the manner of determining the
                              equivalent thereof in U.S. currency;

                    (16)      provisions, if any, granting special rights to the
                              Holders of Securities of the series upon the
                              occurrence of such events as may be specified;

                    (17)      the applicability of or any deletions from,
                              modifications of or additions to the Events of
                              Default set forth in Section 5.1 or covenants of
                              the Company set forth in Article IX pertaining to
                              the Securities of the series;

                    (18)      under what circumstances, if any, the Company will
                              pay additional amounts on the Securities of that
                              series held by a Person who is not a U.S. Person
                              in respect of taxes or similar charges withheld or
                              deducted and, if so, whether the Company will have
                              the option to redeem such Securities rather than
                              pay such additional amounts (and the terms of any
                              such option);

                    (19)      whether Securities of the series shall be issuable
                              as Registered Securities or Bearer Securities
                              (with or without interest coupons), or both, and
                              any restrictions applicable to the offering, sale
                              or delivery of Bearer Securities and, if other
                              than as provided in Section 3.5, the terms upon
                              which Bearer Securities of a series may be
                              exchanged for Registered Securities of the same
                              series and vice versa;

                    (20)      the date as of which any Bearer Securities of the
                              series and any temporary global Security
                              representing Outstanding Securities of the series
                              shall be dated if other than the date of original
                              issuance of the first Security of the series to be
                              issued;

                    (21)      the forms of the Securities and coupons, if any,
                              of the series;

                    (22)      any changes or additions to the provisions
                              provided in Article Four of this Indenture
                              pertaining to defeasance, including without
                              limitation, the exclusion of Section 4.4 or 4.5,
                              or both, with respect to the Securities of or
                              within the series; or the applicability, if any,
                              to the Securities of or within the series of such
                              means of defeasance or covenant defeasance other
                              than those provided in Sections 4.4 and 4.5 as may
                              be specified for the Securities and coupons, if
                              any, of such series, and whether, for the purpose
                              of any

                                       19


                              defeasance or covenant defeasance pursuant to
                              Section 4.4 or 4.5 or otherwise, the term
                              "Government Obligations" shall include obligations
                              referred to in the definition of such term which
                              are not obligations of the United States or an
                              agency or instrumentality of the United States;

                    (23)      if other than the Trustee, the identity of the
                              Registrar and any Paying Agent;

                    (24)      any terms which may be related to warrants,
                              options or other rights to purchase and sell
                              securities issued by the Company in connection
                              with, or for the purchase of, Securities of such
                              series, including whether and under what
                              circumstances the Securities of any series may be
                              used toward the exercise price of any such
                              warrants, options or other rights;

                    (25)      the designation of the initial Exchange Rate
                              Agent, if any;

                    (26)      whether any of the Securities of the series shall
                              be issued in whole or in part in global form, and
                              if so (i) the Depository for such global
                              Securities, (ii) the form of any legend in
                              addition to or in lieu of that in Section 2.4
                              which shall be borne by such global Securities,
                              (iii) whether beneficial owners of interests in
                              any Securities of the series in global form may
                              exchange such interests for certificated
                              Securities of such series and of like tenor of any
                              authorized form and denomination, and (iv) if
                              other than as provided in Section 3.5, the
                              circumstances under which any such exchange may
                              occur;

                    (27)      the subordination, if any, of the Securities of
                              the series;

                    (28)      if the Securities of the series will be governed
                              by, and the extent to which such Securities will
                              be governed by, any law other than the laws of the
                              state of New York;

                    (29)      the terms, if any, of any guarantee of the payment
                              of principal, premium and interest with respect to
                              Securities of the series and any corresponding
                              changes to the provisions of this Indenture as
                              then in effect;

                    (30)      the terms, if any, of the transfer, mortgage,
                              pledge or assignment as security for the
                              Securities of the series of any properties,
                              assets, moneys, proceeds, securities or other
                              collateral, including whether certain provisions
                              in the Trust Indenture Act are applicable and any
                              corresponding changes to provisions of this
                              Indenture as then in effect; and

                                       20


                    (31)      any other terms of the series, including any terms
                              which may be required by or advisable under United
                              States laws or regulations or advisable (as
                              determined by the Company) in connection with the
                              marketing of Securities of the series.

          (c)       The terms applicable to the Securities of any one series and
coupons, if any, appertaining to any Bearer Securities of such series need not
be identical but may vary as may be provided (i) by a Board Resolution, (ii) by
action taken pursuant to a Board Resolution and (subject to Section 3.3) set
forth, or determined in the manner provided, in the related Officers'
Certificate or (iii) in an indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

          (d)       If any of the terms of the Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution shall be certified by the Corporate Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth, or providing the manner for
determining, the terms of the Securities of such series, and, if such Board
Resolution delegates a particular action to another Person, an appropriate
record of any such action taken pursuant thereto, shall be delivered to the
Trustee prior to the authentication and delivery thereof.

          (e)       Except as may be otherwise expressly provided in the
applicable Board Resolutions or supplemental indenture, as contemplated by this
Section 3.1, the Securities of any Series shall rank PARI PASSU with the
Securities of each other Series.

     SECTION 3.2. DENOMINATIONS. Unless otherwise provided as contemplated by
Section 3.1, any Registered Securities of a series shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Securities of a series shall be issuable in the denomination of $5,000 and any
integral multiple thereof.

     SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. Securities
shall be executed on behalf of the Company by the Chief Executive Officer, the
Chief Financial Officer, the President, or any Vice President, the Treasurer or
the Corporate Secretary of the Company. The seal of the Company, if any, may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. The signatures of any of these officers
on the Securities may be manual or facsimile. The coupons, if any, of Bearer
Securities shall bear the facsimile signature of the Chief Executive Officer,
the Chief Financial Officer, the President, any Vice President, the Treasurer
the Corporate Secretary of the Company.

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

     At any time and from time to time, the Company may deliver Securities,
together with any coupons appertaining thereto, of any series executed by the
Company to the Trustee for

                                       21


authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that in
the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of oral or electronic instructions from the Company or its duly authorized
agents, promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series.

     If the form or terms of the Securities of a series have been established by
or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and
3.1, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to section 315(a) through (d)
of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion
of Counsel substantially to the effect that,

          (1)       the form of such Securities and any coupons have been
                    established in conformity with the provisions of this
                    Indenture;

          (2)       the terms of such Securities and any coupons have been, or
                    in the case of Securities of a series offered in a Periodic
                    Offering will be, established in conformity with the
                    provisions of this Indenture, subject in the case of
                    Securities offered in a Periodic Offering, to any conditions
                    specified in such Opinion of Counsel; and

          (3)       such Securities together with any coupons appertaining
                    thereto, when authenticated and delivered by the Trustee,
                    issued by the Company in accordance with the provisions of
                    this Indenture, and delivered to and duly paid for by the
                    purchasers thereof, and subject to any conditions specified
                    in such Opinion of Counsel, will constitute legal, valid and
                    binding obligations of the Company, enforceable in
                    accordance with their terms, subject to bankruptcy,
                    insolvency, fraudulent transfer, reorganization, moratorium
                    and other similar laws of general applicability relating to
                    or affecting the enforcement of creditors' rights and to
                    general equity principles and except further as enforcement
                    thereof may be limited by or subject to certain exceptions
                    and qualifications specified in such Opinion of Counsel,
                    including in the case of any Securities denominated in a
                    Foreign Currency, (A) requirements that a claim with respect
                    to any Securities denominated other than in Dollars (or a
                    foreign currency or foreign currency unit judgment in
                    respect of such claim) be converted into Dollars at a rate
                    of exchange prevailing on a date determined pursuant to
                    applicable law or (B) governmental authority to limit, delay
                    or prohibit the making of payments in foreign currency or
                    currency units or payments outside the United States.

                                       22


     Such Opinion of Counsel need express no opinion as to the enforceability of
Section 6.8 or as to whether a court in the United States would render a money
judgment in a currency other than that of the United States. Such counsel may
rely on opinions of other counsel (copies of which shall be delivered to the
Trustee), and, to the extent such opinion involves factual matters, such counsel
may rely upon certificates of officers of the Company and certificates of public
officials.

     Notwithstanding that such form or terms have been so established, the
Trustee shall have the right to decline to authenticate such Securities if, in
the written opinion of counsel to the Trustee (which counsel may be an employee
of the Trustee), such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee or a trust
committee of directors, trustees or vice presidents shall determine that such
action would expose the Trustee to personal liability.

     Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all of the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to the two preceding paragraphs in connection with
the authentication of each Security of such series if such documents, with
appropriate modifications to cover such future issuances, are delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

     If the Company shall establish pursuant to Section 3.1 that the Securities
of a series are to be issued in whole or in part in global form, then, unless
otherwise provided with respect to such Securities pursuant to Section 3.1, the
Company shall execute and the Trustee shall, in accordance with this Section and
the Company Order with respect to such series, authenticate and deliver one or
more Securities in global form that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Security or Securities in
global form, (ii) shall be registered, if a Registered Security, in the name of
the Depository for such Security or Securities in global form or the nominee of
such Depository, (iii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instruction and (iv) shall bear the legend set
forth in Section 2.4.

     Unless otherwise established pursuant to Section 3.1, each Depository
designated pursuant to Section 3.1 for a Registered Security in global form
must, at the time of its designation and at all times while it serves as
Depository, be a clearing agency registered under the Securities Exchange Act of
1934 and any other applicable statute or regulation. Neither the Company nor the
Trustee shall have any responsibility to determine if the Depository is so
registered.

                                       23


     Each Depository shall enter into an agreement with the Company and the
Trustee, as agent, governing the respective duties and rights of such
Depository, the Company and the Trustee, as agent, with regard to Securities
issued in global form.

     Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 3.1.

     No Security or coupon appertaining thereto shall be entitled to any
benefits under this Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of one of the authorized signatories of
the Trustee or an Authenticating Agent and no coupon shall be valid until the
Security to which it appertains has been so authenticated. Such signature upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered under this Indenture and is
entitled to the benefits of this Indenture. Except as permitted by Section 3.6
or 3.7, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     SECTION 3.4. TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, the Company may execute and, upon Company Order, the
Trustee shall authenticate and deliver temporary Securities of such series which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor and form, with or
without coupons, of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities and coupons, if
any. In the case of Securities of any series, all or a portion of such temporary
Securities may be in global form.

     Except in the case of temporary Securities in global form, each of which
shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company pursuant to Section 9.2 in a Place of Payment for such series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor; provided, however, that no

                                       24


definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided further that no definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security unless the
Trustee shall have received from the person entitled to receive the definitive
Bearer Security a certificate substantially in the form approved in or pursuant
to the Board Resolutions relating thereto and such delivery shall occur only
outside the United States. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series except as otherwise specified
as contemplated by Section 3.1.

     SECTION 3.5. REGISTRATION, TRANSFER AND EXCHANGE. The Company shall cause
to be kept at the Corporate Trust Office of the Trustee or in any office or
agency to be maintained by the Company in accordance with Section 9.2 in a Place
of Payment or in such other place or medium as may be specified pursuant to
Section 3.1 a register for each series of Securities (the registers maintained
in such office or in any such office or agency of the Company in a Place of
Payment being herein sometimes referred to collectively as the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and the registration
of transfers of Registered Securities. The Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time. Unless otherwise provided as contemplated by Section 3.1, the Trustee is
hereby appointed "Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities, and for the purpose of
maintaining the Register in respect thereof, as herein provided.

     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency maintained pursuant to Section 9.2 in a Place
of Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount.

     Unless otherwise provided as contemplated by Section 3.1, Bearer Securities
(except for any temporary global Bearer Securities) or any coupons appertaining
thereto (except for coupons attached to any temporary global Bearer Security)
shall be transferable by delivery.

     Unless otherwise provided as contemplated by Section 3.1, at the option of
the Holder, Registered Securities of any series (except a Registered Security in
global form) may be exchanged for other Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at such office or agency. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive. Unless otherwise specified as
contemplated by Section 3.1, Bearer Securities may not be issued in exchange for
Registered Securities.

     Unless otherwise specified as contemplated by Section 3.1, at the option of
the Holder, Bearer Securities of such series may be exchanged for Registered
Securities (if the Securities of such series are issuable in registered form) or
Bearer Securities (if Bearer Securities of such

                                       25


series are issuable in more than one denomination and such exchanges are
permitted by such series) of the same series, of any authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 9.2, interest represented
by coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case any Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same series after the close of business at such office or agency on (i)
any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such coupon is so surrendered with such
Bearer Security, such coupon shall be returned to the person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon,
when due in accordance with the provisions of this Indenture.

     Unless otherwise specified pursuant to Section 3.1 with respect to a series
of Securities or as otherwise provided below in this Section 3.5, owners of
beneficial interests in Securities of such series represented by a Security
issued in global form will not be entitled to have Securities of such series
registered in their names, will not receive or be entitled to receive physical
delivery of Securities of such series in certificated form and will not be
considered the Holders or owners thereof for any purposes hereunder.
Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred or exchanged except
as a whole by the Depository for such series to a nominee of such Depository or
by a nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any such nominee to a successor Depository
for such series or a nominee of such successor Depository.

     If at any time the Depository for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depository for the
Securities of such series or if at any time the Depository for the Securities of
such series notifies the Company that it shall no longer be eligible under
Section 3.3, the Company shall appoint a successor Depository with respect to
the

                                       26


Securities of such series. Unless otherwise provided as contemplated by Section
3.1, if a successor Depository for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 3.1(b) (26) shall no longer be effective with respect to the Securities
of such series and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of certificated Securities of
such series of like tenor, shall authenticate and deliver, Securities of such
series of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities of a series issued in global form shall no longer be represented by
such a Security or Securities in global form. In such event the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities, the Depository for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depository. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (i)       to each Person specified by such Depository a new
                    certificated Security or Securities of the same series of
                    like tenor, of any authorized denomination as requested by
                    such Person in aggregate principal amount equal to and in
                    exchange for such Person's beneficial interest in the
                    Security in global form; and

          (ii)      to such Depository a new Security in global form of like
                    tenor in a denomination equal to the difference, if any,
                    between the principal amount of the surrendered Security in
                    global form and the aggregate principal amount of
                    certificated Securities delivered to Holders thereof.

          (iii)     Upon the exchange of a Security in global form for
                    Securities in certificated form, such Security in global
                    form shall be cancelled by the Trustee. Unless expressly
                    provided with respect to the Securities of any series that
                    such Security may be exchanged for Bearer Securities,
                    Securities in certificated form issued in exchange for a
                    Security in global form pursuant to this Section shall be
                    registered in such names and in such authorized
                    denominations as the Depository for such Security in global
                    form, pursuant to instructions from its direct or indirect
                    participants or

                                       27


                    otherwise, shall instruct the Trustee. The Trustee shall
                    deliver such Securities to the Persons in whose names such
                    Securities are so registered.

     Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

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

     Unless otherwise provided as contemplated by Section 3.1, no service charge
shall be made for any registration of transfer or for any exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration or transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4 or 10.7 not involving any transfer.

     Unless otherwise provided as contemplated by Section 3.1, none of the
Company, the Registrar or the Trustee shall be required (i) to issue, register
the transfer of, or exchange any Securities for a period beginning at the
opening of 15 Business Days before any selection for redemption of Securities of
like tenor and of the series of which such Security is a part and ending at the
close of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all Holders of Securities of like
tenor and of such series to be redeemed; (ii) to register the transfer of or
exchange any Registered Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part; or
(iii) to exchange any Bearer Security so selected for redemption, except that
such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption.

     SECTION 3.6. REPLACEMENT SECURITIES. If a mutilated Security or a Security
with a mutilated coupon appertaining to it is surrendered to the Trustee,
together with, in proper cases, such security or indemnity as may be required by
the Company or the Trustee to save each of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver a replacement Registered
Security, if such surrendered Security was a Registered Security, or a
replacement Bearer Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was a
Bearer Security, of the same series and date of maturity.

                                       28


     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Security
with a destroyed, lost or stolen coupon and (ii) such security or indemnity as
may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and deliver in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a replacement Registered Security, if such Holder's
claim appertains to a Registered Security, or a replacement Bearer Security with
coupons corresponding to the coupons appertaining to the destroyed, lost or
stolen Bearer Security or the Bearer Security to which such lost, destroyed or
stolen coupon appertains, if such Holder's claim appertains to a Bearer
Security, of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding with
coupons corresponding to the coupons, if any, appertaining to the destroyed,
lost or stolen Security.

     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security or coupon, pay such Security or coupon;
provided, however, that payment of principal of and any premium or interest on
Bearer Securities shall, except as otherwise provided in Section 9.2, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 3.1, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

     Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupon, if any, or
the destroyed, lost or stolen coupon, shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

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

     SECTION 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. (a) Unless
otherwise provided as contemplated by Section 3.1, interest, if any, on any
Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency

                                       29


maintained for such purpose pursuant to 9.2; provided, however, that at the
option of the Company, interest on any series of Registered Securities that bear
interest may be paid (i) by check mailed to the address of the Person entitled
thereto as it shall appear on the Register of Holders of Securities of such
series or (ii) by wire transfer to an account maintained by the Person entitled
thereto as specified in the Register of Holders of Securities of such series.

     Unless otherwise provided as contemplated by Section 3.1, (A) (i) interest,
if any, on Bearer Securities shall be paid only against presentation and
surrender of the coupons for such interest installments as are evidenced thereby
as they mature and (ii) principal, original issue discount, if any, and premium,
if any, on Bearer Securities shall be paid only against presentation and
surrender of such Securities; in either case at the office of a Paying Agent
located outside the United States, unless the Company shall have otherwise
instructed the Trustee in writing provided that any such instruction for payment
in the United States does not cause any Bearer Security to be treated as a
"registration-required obligation" under United States laws and regulations; (B)
the interest, if any, on any temporary Bearer Security shall be paid, as to any
installment of interest evidenced by a coupon attached thereto only upon
presentation and surrender of such coupon as provided in clause (A) above and,
as to other installments of interest, only upon presentation of such Security
for notation thereon of the payment of such interest; and (C) if at the time a
payment of principal of premium, if any, or interest, if any, on a Bearer
Security or coupon shall become due, the payment of the full amount so payable
at the office or offices of all the Paying Agents outside the United States is
illegal or effectively precluded because of the imposition of exchange controls
or other similar restrictions on the payment of such amount in Dollars, then the
Company may instruct the Trustee to make such payment at a Paying Agent located
in the United States, provided that provision for such payment in the United
States would not cause such Bearer Security to be treated as a
"registration-required obligation" under United States laws and regulations.

          (b)       Unless otherwise provided as contemplated by Section 3.1,
any interest on any Registered Security of any series which is payable, but is
not punctually paid or duly provided for, on any interest payment date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                    (1)       The Company may elect to make payment of any
                              Defaulted Interest to the Persons in whose names
                              such Registered Securities of such series (or
                              their respective Predecessor Securities) are
                              registered at the close of business on a Special
                              Record Date for the payment of such Defaulted
                              Interest, which shall be fixed in the following
                              manner. The Company shall deposit with the Trustee
                              an amount of money equal to the aggregate amount
                              proposed to be paid in respect of such Defaulted
                              Interest or shall make arrangements satisfactory
                              to the trustee for such deposit prior to the date
                              of the proposed payment, such money when deposited
                              to be held in trust for the benefit of the Persons
                              entitled to such Defaulted Interest as in this
                              clause (1) provided. Thereupon the Trustee shall
                              fix a

                                       30


                              Special Record Date for the payment of such
                              Defaulted Interest which shall be not more than 15
                              days and not less than 10 days prior to the date
                              of the proposed payment and not less than 10 days
                              after the receipt by the Trustee of the notice of
                              the proposed payment. The Trustee shall promptly
                              notify the Company of such Special Record Date
                              and, in the name and at the expense of the
                              Company, shall cause notice of the proposed
                              payment of such Defaulted Interest and the Special
                              Record Date therefor to be mailed, first-class
                              postage prepaid, to each Holder of such Registered
                              Securities of such series at his address as it
                              appears in the Register, not less than 10 days
                              prior to such Special Record Date. Notice of the
                              proposed payment of such Defaulted Interest and
                              the Special Record Date therefor having been so
                              mailed, such Defaulted Interest shall be paid to
                              the Persons in whose names such Registered
                              Securities of such series (or their respective
                              Predecessor Securities) are registered at the
                              close of business on such Special Record Date and
                              shall no longer be payable pursuant to the
                              following clause (2).

                    (2)       The Company may make payment of any Defaulted
                              Interest to the Persons in whose names such
                              Registered Securities of such series (or their
                              respective Predecessor Securities) are registered
                              at the close of business on a specified date in
                              any other lawful manner not inconsistent with the
                              requirements of any securities exchange on which
                              such Registered Securities may be listed, and upon
                              such notice as may be required by such exchange,
                              if, after notice given by the Company to the
                              Trustee of the proposed payment pursuant to this
                              clause (2), such manner of payment shall be deemed
                              practicable by the Trustee.

          (c)       Subject to the foregoing provisions of this Section and
Section 3.5, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

     SECTION 3.8. PERSONS DEEMED OWNERS. Prior to due presentment of any
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.7) interest and any other payments on such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security shall
be overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Bearer

                                       31


Security or coupon for the purpose of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or not such Bearer
Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depository (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depository and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the rights of such Depository (or its
nominee) as Holder of such Security in global form.

     SECTION 3.9. CANCELLATION. The Company at any time may deliver Securities
and coupons to the Trustee for cancellation. The Registrar and any Paying Agent
shall forward to the Trustee any Securities and coupons surrendered to them for
replacement, for registration of transfer, or for exchange or payment. The
Trustee shall cancel all Securities and coupons surrendered for replacement, for
registration of transfer, or for exchange, payment, redemption or cancellation
and may destroy cancelled Securities and coupons and, if so destroyed, shall
issue a certificate of destruction to the Company. The Company may not issue new
Securities to replace Securities that it has paid or delivered to the Trustee
for cancellation.

     SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 3.1, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES. (a)
Unless otherwise specified with respect to any Securities pursuant to Section
3.1, with respect to Registered Securities of any series and with respect to
Bearer Securities of any series payment of the principal of, premium, if any,
interest, if any, and other amounts, if any, on any Registered or Bearer
Security of such series will be made in the currency or currencies or currency
unit or units in which such Registered Security or Bearer Security, as the case
may be, is payable. The provisions of this Section 3.11, including without
limitation any defined terms specified herein, may be modified or superseded in
whole or in part pursuant to Section 3.1 with respect to any Securities.

          (b)       If expressly specified pursuant to Section 3.1, with respect
to Registered Securities of any series, Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of, premium,
if any, or interest, if any, on such Registered Securities in any of the
currencies or currency units which may be designated for such election by
delivering to the Trustee (or the applicable Paying Agent) a written election
with signature guarantees and in the applicable form established pursuant to
Section 3.1, not later than the close

                                       32


of business on the Election Date immediately preceding the applicable payment
date. If a Holder so elects to receive such payments in any such currency or
currency unit, such election will remain in effect for such Holder or any
transferee of such Holder until changed by such Holder or such transferee by
written notice to the Trustee (or any applicable Paying Agent) for such series
of Registered Securities (but any such change must be made not later than the
close of business on the Election Date immediately preceding the next payment
date to be effective for the payment to be made on such payment date, and no
such change of election may be made with respect to payments to be made on any
Registered Security of such series with respect to which an Event of Default has
occurred or with respect to which the Company has deposited funds pursuant to
Article IV or with respect to which a notice of redemption has been given by or
on behalf of the Company). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustee (or any applicable Paying
Agent) not later than the close of business on the applicable Election Date will
be paid the amount due on the applicable payment date in the relevant currency
or currency unit as provided in Section 3.11(a). The Trustee (or the applicable
Paying Agent) shall notify the Company and the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

          (c)       If the election referred to in paragraph (b) above has been
provided for with respect to any Registered Securities of a series pursuant to
Section 3.1, then, unless otherwise specified pursuant to Section 3.1 with
respect to any such Registered Securities, not later than the fourth Business
Day after the Election Date for each payment date for such Registered
Securities, the Exchange Rate Agent will deliver to the Company a written notice
specifying, in the currency or currencies or currency unit or units in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of, premium, if any, and interest, if any, on such
Registered Securities to be paid on such payment date, and specifying the
amounts in such currency or currencies or currency unit or units so payable in
respect of such Registered Securities as to which the Holders of Registered
Securities denominated in any currency or currencies or currency unit or units
shall have elected to be paid in another currency or currency unit as provided
in paragraph (b) above. If the election referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election, then, unless
otherwise specified pursuant to Section 3.1, on the second Business Day
preceding such payment date the Company will deliver to the Trustee (or the
applicable Paying Agent) an Exchange Rate Officers' Certificate in respect of
the Dollar, Foreign Currency or Currencies or other currency unit payments to be
made on such payment date. Unless otherwise specified pursuant to Section 3.1,
the Dollar, Foreign Currency or Currencies or other currency unit amount
receivable by Holders of Registered Securities who have elected payment in a
currency or currency unit as provided in paragraph (b) above shall be determined
by the Company on the basis of the applicable Market Exchange Rate in effect on
the second Business Day (the "Valuation Date") immediately preceding each
payment date, and such determination shall be conclusive and binding for all
purposes, absent manifest error.

          (d)       If a Conversion Event occurs with respect to a Foreign
Currency or any other currency unit in which any of the Securities are
denominated or payable otherwise than pursuant to an election provided for
pursuant to paragraph (b) above, then, unless otherwise

                                       33


specified pursuant to Section 3.1, with respect to each date for the payment of
principal of, premium, if any, and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency or such other
currency unit occurring after the last date on which such Foreign Currency or
such other currency unit was used (the "Conversion Date"), the Dollar shall be
the currency of payment for use on each such payment date (but such Foreign
Currency or such other currency unit that was previously the currency of payment
shall, at the Company's election, resume being the currency of payment on the
first such payment date preceded by 15 Business Days during which the
circumstances which gave rise to the Dollar becoming such currency of payment no
longer prevail). Unless otherwise specified pursuant to Section 3.1, the Dollar
amount to be paid by the Company to the Trustee or any applicable Paying Agent
and by the Trustee or any applicable Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a Foreign Currency that is a currency unit, the
Dollar Equivalent of the Currency Unit, in each case as determined by the
Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

          (e)       Unless otherwise specified pursuant to Section 3.1, if the
Holder of a Registered Security denominated in any currency or currency unit
shall have elected to be paid in another currency or currency unit or in other
currencies as provided in paragraph (b) above, and (i) a Conversion Event occurs
with respect to any such elected currency or currency unit, such Holder shall
receive payment in the currency or currency unit in which payment would have
been made in the absence of such election and (ii) if a Conversion Event occurs
with respect to the currency or currency unit in which payment would have been
made in the absence of such election, such Holder shall receive payment in
Dollars as provided in paragraph (d) of this Section 3.11 (but, subject to any
contravening valid election pursuant to paragraph (b) above, the elected payment
currency or currency unit, in the case of the circumstances described in clause
(i) above, or the payment currency or currency unit in the absence of such
election, in the case of the circumstances described in clause (ii) above,
shall, at the Company's election, resume being the currency or currency unit of
payment with respect to Holders who have so elected, but only with respect to
payments on payment dates preceded by 15 Business Days during which the
circumstances which gave rise to such currency or currency unit, in the case of
the circumstances described in clause (i) above, or the Dollar, in the case of
the circumstances described in clause (ii) above, becoming the currency or
currency unit, as applicable, of payment, no longer prevail).

          (f)       The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by the Exchange Rate Agent by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Conversion Date.

          (g)       The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and, subject to the provisions of
paragraph (h) below, shall be the sum of each amount obtained by converting the
Specified Amount of each Component Currency (as each such term is defined in
paragraph (h) below) into Dollars at the Market Exchange Rate for such Component
Currency on the Valuation Date with respect to each payment.

                                       34


          (h)       For purposes of this Section 3.11, the following terms shall
have the following meanings:

     A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the relevant currency unit.

     "Conversion Event" shall mean the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, or (ii) any
currency unit for the purposes for which it was established.

     "Election Date" shall mean the Regular Record Date for the applicable
series of Registered Securities as specified pursuant to Section 3.1 by which
the written election referred to in Section 3.11(b) may be made.

     "Exchange Rate Agent", when used with respect to Securities of or within
any series, shall mean, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, a New York Clearing House bank designated
pursuant to Section 3.1 or Section 3.12.

     "Exchange Rate Officer's Certificate" shall mean a certificate setting
forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security
having the lowest denomination principal amount in the relevant currency or
currency unit), payable with respect to a Security of any series on the basis of
such Market Exchange Rate or the applicable bid quotation, signed by the
President, the Chief Executive Officer, the Chief Financial Officer, any Vice
President, the Treasurer, or any Assistant Treasurer of the Company.

     "Market Exchange Rate" shall mean, unless otherwise specified with respect
to any Securities pursuant to Section 3.1, as of any date of determination, (i)
for any conversion involving a currency unit on the one hand and Dollars or any
Foreign Currency on the other, the exchange rate between the relevant currency
unit and Dollars or such Foreign Currency calculated by the method specified
pursuant to Section 3.1 for the Securities of the relevant series, (ii) for any
conversion of Dollars into any Foreign Currency, the noon buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion
is being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. Unless otherwise specified with respect
to any Securities pursuant to Section 3.1, in the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii) and
(iii), the Exchange Rate Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as
of the most recent available date, or quotations from one or more major banks in
New York City,

                                       35


London or other principal market for such currency or currency unit in question
(which may include any such bank acting as Trustee under this Indenture), or
such other quotations as the Exchange Rate Agent shall deem appropriate. Unless
otherwise specified by the Exchange Rate Agent, if there is more than one market
for dealing in any currency or currency unit by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such currency or
currency unit shall be that upon which a nonresident issuer of securities
designated in such currency or currency unit would purchase such currency or
currency unit in order to make payments in respect of such securities.

     A "Specified Amount" of a Component Currency shall mean the number of units
of such Component Currency or fractions thereof which such Component Currency
represented in the relevant currency unit on the Conversion Date. If after the
Conversion Date the official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component Currency
shall be divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single currency,
the respective Specified Amounts of such Component Currencies shall be replaced
by an amount in such single currency equal to the sum of the respective
Specified Amounts of such consolidated Component Currencies expressed in such
single currency, and such amount shall thereafter be a Specified Amount and such
single currency shall thereafter be a Component Currency. If after the
Conversion Date any Component Currency shall be divided into two or more
currencies, the Specified Amount of such Component Currency shall be replaced by
specified amounts of such two or more currencies, the sum of which, at the
Market Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component
Currency and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the Conversion
Date of the relevant currency unit, a Conversion Event (other than any event
referred to above in this definition of "Specified Amount") occurs with respect
to any Component Currency of such currency unit and is continuing on the
applicable Valuation Date, the Specified Amount of such Component Currency
shall, for purposes of calculating the Dollar Equivalent of the Currency Unit,
be converted into Dollars at the Market Exchange Rate in effect on the
Conversion Date of such Component Currency.

     All decisions and determinations of the Exchange Rate Agent regarding the
Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency
Unit, the Market Exchange Rate and changes in the Specified Amounts as specified
above shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company,
the Trustee (and any applicable Paying Agent) and all Holders of Securities
denominated or payable in the relevant currency, currencies or currency units.
The Exchange Rate Agent shall promptly give written notice to the Company and
the Trustee of any such decision or determination.

     In the event that the Company determines in good faith that a Conversion
Event has occurred with respect to a Foreign Currency, the Company will promptly
give written notice thereof to the Trustee (or any applicable Paying Agent) and
to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter give notice in the manner provided in Section 1.6 to the affected
Holders) specifying the Conversion Date. In the event the Company so

                                       36


determines that a Conversion Event has occurred with respect to any currency
unit in which Securities are denominated or payable, the Company will promptly
give written notice thereof to the Trustee (or any applicable Paying Agent) and
to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter give notice in the manner provided in Section 1.6 to the affected
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event the Company determines
in good faith that any subsequent change in any Component Currency as set forth
in the definition of Specified Amount above has occurred, the Company will
similarly give written notice to the Trustee (or any applicable Paying Agent)
and to the Exchange Rate Agent.

     The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

     SECTION 3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT. (a)
Unless otherwise specified pursuant to Section 3.1, if and so long as the
Securities of any series (i) are denominated in a currency or currency unit
other than Dollars or (ii) may be payable in a currency or currency unit other
than Dollars, or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent. The Company
will cause the Exchange Rate Agent to make the necessary foreign exchange
determinations at the time and in the manner specified pursuant to Section 3.11
for the purpose of determining the applicable rate of exchange and, if
applicable, for the purpose of converting the issued currency or currencies or
currency unit or units into the applicable payment currency or currency unit for
the payment of principal, premium, if any, and interest, if any, pursuant to
Section 3.11.

          (b)       No resignation of the Exchange Rate Agent and no appointment
of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate
Agent as evidenced by a written instrument delivered to the Company and the
Trustee of the appropriate series of Securities accepting such appointment
executed by the successor Exchange Rate Agent.

          (c)       If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause, with respect to the Securities of one or more
series, the Company shall promptly appoint a successor Exchange Rate Agent or
Exchange Rate Agents with respect to the Securities of that or those series (it
being understood that any such successor Exchange Rate Agent may be appointed
with respect to the Securities of one or more or all of such series and that,
unless otherwise specified pursuant to Section 3.1, at any time there shall only
be one Exchange Rate Agent with respect to the Securities of any particular
series that are originally issued by the Company on the same date and that are
initially denominated and/or payable in the same currency or currencies or
currency unit or units).

     SECTION 3.13. WIRE TRANSFERS. Notwithstanding any other provisions to the
contrary in this Indenture, the Company may make any payment of monies required
to be deposited with the

                                       37


Trustee on account of principal of, or premium, if any, or interest on, the
Securities (whether pursuant to optional or mandatory redemption payments,
interest payment or otherwise) by wire transfer and immediately available funds
to an account designated by the Trustee on or before the date and time such
monies are to be paid to the Holders of the Security in accordance with the
terms hereof.

     SECTION 3.14. CUSIP NUMBERS. The Company in issuing Securities may use
"CUSIP" numbers (if then generally in use), and if so, the Trustee may use the
CUSIP numbers in notices of redemption or exchange as a convenience to Holders;
provided, however, that any such notice may state that no representation is made
as to the correctness or accuracy of the CUSIP number printed in the notice or
on the Securities, that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption or exchange shall not
be affected by any defect or omission of such CUSIP numbers. The Company will
promptly notify the Trustee of any change in CUSIP numbers known to an Officer
of the Company.

                                   ARTICLE IV

                     SATISFACTION, DISCHARGE AND DEFEASANCE

     SECTION 4.1. TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE. (a)
This Indenture shall upon Company Request cease to be of further effect with
respect to Securities of or within any series and any coupons appertaining
thereto (except as to any surviving rights of registration of transfer or
exchange of such Securities and replacement of such Securities which may have
been lost, stolen or mutilated as herein expressly provided for) and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any coupons appertaining thereto when

          (1)       either

                    (A)       all such Securities previously authenticated and
                    delivered and all coupons appertaining thereto (other than
                    (i) such coupons appertaining to Bearer Securities
                    surrendered in exchange for Registered Securities and
                    maturing after such exchange, surrender of which is not
                    required or has been waived as provided in Section 3.5, (ii)
                    such Securities and coupons which have been destroyed, lost
                    or stolen and which have been replaced or paid as provided
                    in Section 3.6, (iii) such coupons appertaining to Bearer
                    Securities called for redemption and maturing after the
                    relevant Redemption Date, surrender of which has been waived
                    as provided in Section 10.6 and (iv) such Securities and
                    coupons for whose payment money has theretofore been
                    deposited in trust or segregated and held in trust by the
                    Company and thereafter repaid to the Company or discharged
                    from such trust, as provided in Section 9.3) have been
                    delivered to the Trustee for cancellation; or

                                       38


                    (B)       all Securities of such series and, in the case of
                    (i) or (ii) below, any coupons appertaining thereto not
                    theretofore delivered to the Trustee for cancellation

                    (i)       have become due and payable, or

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

                    (iii)     if redeemable at the option of the Company, are to
                              be called for redemption within one year under
                              arrangements satisfactory to the Trustee for
                              giving of notice of redemption, and the Company,
                              in the case of (i), (ii) or (iii) above, has
                              irrevocably deposited or caused to be deposited
                              with the Trustee as trust funds in trust for the
                              purpose an amount in the currency or currencies or
                              currency unit or units in which the Securities of
                              such series are payable, sufficient to pay and
                              discharge the entire indebtedness on such
                              Securities and such coupons not theretofore
                              delivered to the Trustee for cancellation, for
                              principal, premium, if any, and interest, with
                              respect thereto, to the date of such deposit (in
                              the case of Securities which have become due and
                              payable) or to the Stated Maturity or Redemption
                              Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligation of the Company to the Trustee and any predecessor Trustee under
Section 6.8 and the obligations of the Company to any Authenticating Agent under
Section 6.13 shall survive until the Securities of the discharged series have
been paid in full, and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 4.2 and the last paragraph of Section 9.3 shall survive in
accordance with the terms of such Sections.

     SECTION 4.2. APPLICATION OF TRUST FUNDS. Subject to the provisions of the
last paragraph of Section 9.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, if any and any interest for whose payment such money
has been

                                       39


deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law.

     SECTION 4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO
EFFECT DEFEASANCE OR COVENANT DEFEASANCE. Unless pursuant to Section 3.1
provision is made to exclude with respect to the Securities of a particular
series either or both of (i) defeasance of the Securities of or within such
series under Section 4.4 or (ii) covenant defeasance of the Securities of or
within such series under Section 4.5, then, in addition to the rights of the
Company pursuant to Section 4.1 above, the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 4.6
through 4.9 inclusive, with such modifications thereto as may be specified
pursuant to Section 3.1 with respect to any Securities of such series, shall be
applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option, at any time, with respect to such Securities and any
coupons appertaining thereto, elect to have Section 4.4 (if applicable) or
Section 4.5 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance with the conditions set forth below
in this Article.

     SECTION 4.4. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of the
option specified in Section 4.3 applicable to this Section with respect to the
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 4.6 are
satisfied (hereinafter, a "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any coupons appertaining
thereto, which Securities and coupons appertaining thereto shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 4.7 and the other
Sections of this Indenture referred to in clause (ii) of this Section, and to
have satisfied all its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall on Company Order execute proper instruments acknowledging the
same), except the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Securities and any
coupons appertaining thereto to receive, solely from the trust funds described
in Section 4.6(a) and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest, if any, on such
Securities or any coupons appertaining thereto when such payments are due; (ii)
the Company's obligations with respect to such Securities under Sections 3.5,
3.6, 9.2 and 9.3 and with respect to the payment of additional amounts, if any,
payable with respect to such Securities as specified pursuant to Section 3.1(b)
(18); (iii) the rights, powers, trusts, duties, immunities and indemnities of
the Trustee hereunder and (iv) this Article IV. Subject to compliance with this
Article IV, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 4.5 with respect
to such Securities and any coupons appertaining thereto. Following a defeasance,
payment of such Securities may not be accelerated because of an Event of
Default.

     SECTION 4.5. COVENANT DEFEASANCE. Upon the Company's exercise of the option
specified in Section 4.3 applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its
obligations under Sections 7.1, 9.4 and 9.5, and, if specified

                                       40


pursuant to Section 3.1, its obligations under any other covenant, with respect
to such Securities and any coupons appertaining thereto on and after the date
the conditions set forth in Section 4.6 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 7.1, 9.4 and 9.5, or such other specified
covenant, and the operation of Sections 5.1(3) and 5.1(6), but shall continue to
be deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Securities and any coupons
appertaining thereto, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 5.1(3) or 5.1(6) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

     SECTION 4.6. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following
shall be the conditions to application of Section 4.4 or Section 4.5 to any
Securities of or within a series and any coupons appertaining thereto:

          (a)       The Company shall have deposited or caused to be deposited
                    irrevocably with the Trustee (or another trustee satisfying
                    the requirements of Section 6.11 who shall agree to comply
                    with, and shall be entitled to the benefits of, the
                    provisions of Sections 4.3 through 4.9 inclusive and the
                    last paragraph of Section 9.3 applicable to the Trustee, for
                    purposes of such Sections also a "Trustee") as trust funds
                    in trust for the purpose of making the payments referred to
                    in clauses (x) and (y) of this Section 4.6(a), with
                    instructions to the Trustee as to the application thereof,
                    (A) money in an amount (in such currency, currencies or
                    currency unit in which such Securities and any coupons
                    appertaining thereto are then specified as payable at
                    Maturity), or (B) Government Obligations which through the
                    payment of interest and principal in respect thereof in
                    accordance with their terms will provide, not later than one
                    day before the due date of any payment referred to in clause
                    (x) or (y) of this Section 4.6(a), money in an amount or (C)
                    a combination thereof in an amount, sufficient, in the
                    determination of a nationally recognized independent
                    accounting or investment banking firm expressed in a written
                    certification thereof delivered to the Trustee in the case
                    of clauses (B) or (C), to pay and discharge, and which shall
                    be applied by the Trustee to pay and discharge, (x) the
                    principal of, premium, if any, and interest, if any, on such
                    Securities and any coupons appertaining thereto on the
                    Maturity of such principal or installment of principal or
                    interest and (y) any mandatory sinking fund payments
                    applicable to such Securities on the day on which such
                    payments are due and payable in accordance with the terms of
                    this Indenture and such Securities and any coupons
                    appertaining thereto.

                                       41


                    Before such a deposit the Company may make arrangements
                    satisfactory to the Trustee for the redemption of Securities
                    at a future date or dates in accordance with Article X which
                    shall be given effect in applying the foregoing.

          (b)       The deposit pursuant to subsection (a) above shall not
                    result in or constitute a Default or Event of Default under
                    this Indenture or result in a breach or violation of, or
                    constitute a default under, any other material agreement or
                    instrument to which the Company is a party or by which it is
                    bound.

          (c)       In the case of an election under Section 4.4, no Default or
                    Event of Default under Section 5.1(4) or 5.1(5) with respect
                    to such Securities and any coupons appertaining thereto
                    shall have occurred and be continuing during the period
                    commencing on the date of such deposit and ending on the
                    91st day after such date (it being understood that this
                    condition shall not be deemed satisfied until the expiration
                    of such period).

          (d)       In the case of an election under Section 4.4, the Company
                    shall have delivered to the Trustee an Officers' Certificate
                    and an Opinion of Counsel to the effect that (i) the Company
                    has received from, or there has been published by, the
                    Internal Revenue Service a ruling, or (ii) since the date of
                    execution of this Indenture, there has been a change in the
                    applicable Federal income tax law, in either case to the
                    effect that, and based thereon such opinion shall confirm
                    that, the Holders of such Securities and any coupons
                    appertaining thereto will not recognize income, gain or loss
                    for Federal income tax purposes as a result of such
                    defeasance and will be subject to Federal income tax on the
                    same amounts and in the same manner and at the same times,
                    as would have been the case if such deposit, defeasance and
                    discharge had not occurred.

          (e)       In the case of an election under Section 4.5, the Company
                    shall have delivered to the Trustee an Opinion of Counsel to
                    the effect that the Holders of such Securities and any
                    coupons appertaining thereto will not recognize income, gain
                    or loss for Federal income tax purposes as a result of such
                    covenant defeasance and will be subject to Federal income
                    tax on the same amounts, in the same manner and at the same
                    times as would have been the case if such covenant
                    defeasance had not occurred.

          (f)       The Company shall have delivered to the Trustee an Officers'
                    Certificate and an Opinion of Counsel, each stating that all
                    conditions precedent to the defeasance under Section 4.4 or
                    the covenant defeasance under Section 4.5 (as the case may
                    be) have been complied with and an Opinion of Counsel to the
                    effect that either (i) as a result of a deposit pursuant to
                    subsection (a) above and the related exercise of the
                    Company's option under Section 4.4 or Section 4.5 (as the
                    case may be), registration is not

                                       42


                    required under the Investment Company Act of 1940, as
                    amended, by the Company, with respect to the trust funds
                    representing such deposit or by the trustee for such trust
                    funds or (ii) all necessary registrations under said act
                    have been effected.

          (g)       Such defeasance or covenant defeasance shall be effected in
                    compliance with any additional or substitute terms,
                    conditions or limitations which may be imposed on the
                    Company in connection therewith as contemplated by Section
                    3.1.

     SECTION 4.7. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST. Subject to the provisions of the last paragraph of Section 9.3, all money
and Government Obligations (or other property as may be provided pursuant to
Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.6 in respect of any Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

     If specified with respect to any Security pursuant to Section 3.1, if,
after a deposit referred to in Section 4.6(a) has been made, (i) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 3.11(b) or the terms of such Security to receive
payment in a currency or currency unit other than that in which the deposit
pursuant to Section 4.6(a) has been made in respect of such Security, or (ii) a
Conversion Event occurs as contemplated in Section 3.11(d) or 3.11(e) or by the
terms of any Security in respect of which the deposit pursuant to Section 4.6(a)
has been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of, premium, if any, and
interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

     SECTION 4.8. REPAYMENT TO COMPANY. The Trustee (and any Paying Agent) shall
promptly pay to the Company upon Company Request any excess money or securities
held by them at any time.

     SECTION 4.9. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company shall pay,
and shall indemnify the Trustee against, any tax, fee or other charge imposed on
or assessed against Government Obligations deposited pursuant to this Article or
the principal and interest received

                                       43


on such Government Obligations, other than any such tax, fee or other charge
that by law is for the account of the Holders of the Securities subject to
defeasance or covenant defeasance pursuant to this Article.

                                    ARTICLE V

                              DEFAULTS AND REMEDIES

     SECTION 5.1. EVENTS OF DEFAULT. An "Event of Default" occurs with respect
to the Securities of any series, except to the extent such event is specifically
deleted or modified by the applicable Board Resolutions or supplemental
indenture as contemplated by Section 3.1 for the Securities of such series, if
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (1)       the Company defaults in the payment of interest on any
                    Security of that series or any coupon appertaining thereto
                    or any additional amount payable with respect to any
                    Security of that series as specified pursuant to Section
                    3.1(b)(17) when the same becomes due and payable and such
                    default continues for a period of 30 days;

          (2)       the Company defaults in the payment of the principal of or
                    any premium on any Security of that series when the same
                    becomes due and payable at its Maturity or on redemption or
                    otherwise, or in the payment of a mandatory sinking fund
                    payment when and as due by the terms of the Securities of
                    that series;

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

          (4)       the Company, pursuant to or within the meaning of any
                    Bankruptcy Law, (A) commences a voluntary case, (B) consents
                    to the entry of an order for relief against it in an
                    involuntary case, (C) consents to the appointment of a
                    Custodian of it or for all or substantially all of its
                    property, or (D) makes a general assignment for the benefit
                    of its creditors;

                                       44


          (5)       a court of competent jurisdiction enters an order or decree
                    under any Bankruptcy Law that (A) is for relief against the
                    Company in an involuntary case, (B) appoints a Custodian of
                    the Company or for all or substantially all of its property,
                    or (C) orders the liquidation of the Company; and the order
                    or decree remains unstayed and in effect for 90 days; or

          (6)       any other Event of Default provided as contemplated by
                    Section 3.1 with respect to Securities of that series.

                    The term "Bankruptcy Law" means Title 11, U.S. Code, or any
                    similar federal or state law for the relief of debtors. The
                    term "Custodian" means any receiver, trustee, assignee,
                    liquidator or similar official under any Bankruptcy Law.

     SECTION 5.2. ACCELERATION; RESCISSION AND ANNULMENT. If an Event of Default
with respect to the Securities of any series at the time Outstanding occurs and
is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of all of the Outstanding Securities of that series, by written notice to
the Company (and, if given by the Holders, to the Trustee), may declare the
principal (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount or other
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable and upon any such declaration such principal
(or, in the case of Original Issue Discount Securities or Indexed Securities,
such specified amount) shall be immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Trustee, may
rescind and annul such declaration and its consequences if all existing Defaults
and Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.7. Upon any such rescission, the parties hereto shall be
restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the parties hereto shall continue as though no
acceleration had occurred.

     SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if

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

          (2)       default is made in the payment of the principal of (or
                    premium, if any, on) any Security of any series at the
                    Maturity thereof and such default continues for a period of
                    10 days,

                                       45


the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or coupons, if any, the whole amount then due and
payable on such Securities for principal, premium, if any, and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal, premium, if any, and on any overdue interest, at the
rate or rates prescribed therefor in such Securities or coupons.

     If the Company fails to pay such principal, premium, if any, and interest
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, may institute a judicial proceeding for the collection of
such principal, premium, if any, and interest amounts so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company.

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

     SECTION 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders of Securities allowed
in any judicial proceedings relating to the Company, its creditors or its
property.

     SECTION 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee, in its own name and as trustee of an
express trust, without the possession of any of the Securities or the production
thereof in any proceeding relating thereto.

     SECTION 5.6. DELAY OR OMISSION NOT WAIVER. No delay or omission by the
Trustee or any Holder of any Securities to exercise any right or remedy accruing
upon an Event of Default shall impair any such right or remedy or constitute a
waiver of or acquiescence in any such Event of Default.

     SECTION 5.7. WAIVER OF PAST DEFAULTS. The Holders of a majority in
aggregate principal amount of Outstanding Securities of any series by notice to
the Trustee may waive on behalf of the Holders of all Securities of such series
a past Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default (i) in the payment of the
principal of, premium, if any, or interest on any Security of such series or any
coupon appertaining thereto or (ii) in respect of a covenant or provision hereof
which pursuant to Section 8.2 cannot be amended or modified without the consent
of the Holder of each Outstanding Security of such series adversely affected.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon. In case of
any such waiver, the

                                       46


Company, the Trustee and the Holders shall be restored to their former positions
and rights hereunder and under the Securities of such series, respectively.

     SECTION 5.8. CONTROL BY MAJORITY. The Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series affected (with
each such series voting as a class) shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on it with respect to
Securities of that series; provided, however, that (i) the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, (ii) the Trustee
may refuse to follow any direction that is unduly prejudicial to the rights of
the Holders of Securities of such series not consenting, or that would in the
good faith judgment of the Trustee have a substantial likelihood of involving
the Trustee in personal liability and (iii) the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.

     SECTION 5.9. LIMITATION ON SUITS BY HOLDERS. No Holder of any Security of
any series or any coupons appertaining thereto shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

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

          (2)       the Holders of at least 25% in aggregate principal amount of
                    the Outstanding Securities of that series have made a
                    written request to the Trustee to institute proceedings in
                    respect of such Event of Default in its own name as Trustee
                    hereunder;

          (3)       such Holder or Holders have offered to the Trustee indemnity
                    satisfactory to the Trustee against any loss, liability or
                    expense to be, or which may be, incurred by the Trustee in
                    pursuing the remedy;

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

          (5)       during such 60 day period, the Holders of a majority in
                    aggregate principal amount of the Outstanding Securities of
                    that series have not given to the Trustee a direction
                    inconsistent with such written request.

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

     SECTION 5.10. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, but subject to Section 9.2, the right of any
Holder of a Security or coupon of any series to receive payment of principal of,
premium, if any, and, subject to Sections

                                       47


3.5 and 3.7, interest on the Security, on or after the respective due dates
expressed in the Security (or, in case of redemption, on the redemption dates),
and the right of any Holder of a coupon to receive payment of interest due as
provided in such coupon, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

     SECTION 5.11. APPLICATION OF MONEY COLLECTED. If the Trustee collects any
money pursuant to this Article, it shall pay out the money in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

          First: to the Trustee for amounts due under Section 6.8 in connection
          with such series of Securities in respect of which money or other
          property is collected;

          Second: Subject to the terms of any subordination entered into as
          contemplated by Section 3.1(b) (27) hereof, to Holders of Securities
          of such series and coupons in respect of which or for the benefit of
          which such money has been collected for amounts due and unpaid on such
          Securities for principal of, premium, if any, and interest, ratably,
          without preference or priority of any kind, according to the amounts
          due and payable on such Securities for principal, premium, if any, and
          interest, respectively; and

          Third: The balance, if any, to the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.11. At least 15 days before such record date,
the Trustee shall mail to each Holder and the Company a notice that states the
record date, the payment date and the amount to be paid.

     Unless otherwise specified in a supplemental indenture with respect to a
series of Securities, in any case where Securities are outstanding which are
denominated in more than one currency, or in a composite currency and at least
one other currency, and the Trustee is directed to make ratable payments under
this Section to Holders of Securities, the Trustee shall calculate the amount of
such payments as follows: as of the day the Trustee collects an amount under
this Article, the Trustee shall, (i) as to each Holder of a Security to whom an
amount is due and payable under this Section which is denominated in a foreign
currency or a composite currency, determine that amount of Dollars that would be
obtained for the amount owing such Holder, using the rate of exchange at which
in accordance with normal banking procedures the Trustee could purchase in
Dollars as of such day with such amount owing, (ii) calculate the sum of all
Dollar amounts determined under (i) and add thereto any amounts due and payable
in Dollars; and (iii) using the individual amounts determined in (i) or any
individual amounts due and payable in Dollars, as the case may be, as a
numerator and the sum calculated in (ii) as a denominator, calculate as to each
Holder of a Security to whom an amount is owed under this Section the fraction
of the amount collected under this Article payable to such Holder. Any expenses
incurred by the Trustee in actually converting amounts owing Holders of
Securities

                                       48


denominated in a currency or composite currency other than that in which any
amount is collected under this Article shall be likewise (in accordance with
this paragraph) be borne ratably by all Holders of Securities to whom amounts
are payable under this Section.

     Unless otherwise specified in the supplemental indenture with respect to a
series of Securities, to the fullest extent allowed under applicable law, if for
the purpose of obtaining judgment against the Company in any court it is
necessary to convert the sum due in respect of the principal of, or any premium
or interest on the Securities of any series (the "Required Currency") into a
currency in which judgment will be rendered (the "Judgment Currency"), the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Business Day preceding that
on which final judgment is given. The Company shall not be liable for any
shortfall in payments to Holders of Securities under this Section caused by a
change in exchange rates between the time the amount of a judgment against it is
calculated as above and the time the Trustee converts the Judgment Currency into
the Required Currency to make payments under this Section to Holders of
Securities, but payment of such judgment shall discharge all amounts owed by the
Company on the claim or claims underlying such judgment.

     SECTION 5.12. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

     SECTION 5.13. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
in Section 5.9 or with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                                   ARTICLE VI

                                   THE TRUSTEE

     SECTION 6.1. RIGHTS OF TRUSTEE. Subject to the applicable provisions of the
Trust Indenture Act:

          (a)       The Trustee may conclusively rely and shall be protected in
                    acting or refraining from acting upon any document believed
                    by it to be genuine and to have been signed or presented by
                    the proper party or parties. The

                                       49


                    Trustee need not investigate any fact or matter stated in
                    the document, and may conclusively rely, in good faith, as
                    to the truth of the statements and concerns of the opinions
                    expressed therein.

          (b)       Any request or direction of the Company mentioned herein
                    shall be sufficiently evidenced by a Company Request or
                    Company Order (other than delivery of any Security, together
                    with any coupons appertaining thereto, to the Trustee for
                    authentication and delivery pursuant to Section 3.3, which
                    shall be sufficiently evidenced as provided therein) and any
                    resolution of the Board of Directors may be sufficiently
                    evidenced by a Board Resolution.

          (c)       Before the Trustee acts or refrains from acting, it may
                    consult with counsel or require an Officers' Certificate.
                    The Trustee shall not be liable for any action it takes or
                    omits to take in good faith in reliance on a Board
                    Resolution, the written advice of counsel acceptable to the
                    Trustee, a certificate of an Officer or Officers delivered
                    pursuant to Section 1.2, an Officers' Certificate or an
                    Opinion of Counsel.

          (d)       The Trustee may act through agents or attorneys and shall
                    not be responsible for the misconduct or negligence of any
                    agent or attorney appointed with due care.

          (e)       The Trustee shall not be liable for any action it takes or
                    omits to take in good faith which it believes to be
                    authorized or within its discretion or rights or powers.

          (f)       The Trustee shall not be required to expend or risk its own
                    funds or otherwise incur any financial liability in the
                    performance of any of its duties hereunder, or in the
                    exercise of its rights or powers, if it shall have
                    reasonable grounds for believing that repayment of such
                    funds or adequate indemnity against such risk or liability
                    is not reasonably assured to it.

          (g)       Except during the continuance of an Event of Default, the
                    Trustee undertakes to perform such duties and only such
                    duties as are specifically set forth in this Indenture, and
                    no implied covenants or obligations shall be read into this
                    Indenture against the Trustee.

          (h)       The Trustee shall not be liable for any error of judgment
                    made in good faith by a Responsible Officer, unless it shall
                    be proved that the Trustee was negligent in ascertaining the
                    pertinent facts.

          (i)       The Trustee shall not be liable with respect to any action
                    taken or omitted to be taken by it in good faith in
                    accordance with the direction of the Holders of a majority
                    in aggregate principal amount of the Outstanding Securities
                    (pursuant to Section 5.8) relating to the time, method and
                    place

                                       50


                    of conducting any proceeding for any remedy available to the
                    Trustee, or exercising any trust or power conferred upon the
                    Trustee, under this Indenture.

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

          (k)       Any permissive right of the Trustee hereunder shall not be
                    construed to be a duty.

          (l)       The Trustee shall not be charged with knowledge of any Event
                    of Default, other than as described in Section 5.1(1) or
                    (2), unless and except to the extent actually known by a
                    Responsible Officer of the Trustee or written notice thereof
                    is received by the Trustee at its Corporate Trust Office.

     Notwithstanding anything contained herein to the contrary, in case an Event
of Default with respect to the Securities of any series has occurred and is
continuing, and is known to the Trustee, the Trustee shall exercise, with
respect to Securities of such series, such of the rights and powers vested in it
by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent individual would exercise or use under the circumstances
in the conduct of his or her own affairs.

     SECTION 6.2. TRUSTEE MAY HOLD SECURITIES. The Trustee, any Paying Agent,
any Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject
to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with
the Company, an Affiliate or Subsidiary with the same rights it would have if it
were not Trustee, Paying Agent, Registrar or such other agent.

     SECTION 6.3. MONEY HELD IN TRUST. Subject to the provisions of Section 4.8
and the last paragraph of Section 9.3, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for
investment of or interest on any money received by it hereunder except as
otherwise agreed with the Company. Except for amounts deposited pursuant to
Article Four, so long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time to the Company upon a Company Order. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law.

                                       51


     SECTION 6.4. TRUSTEE'S DISCLAIMER. The recitals contained herein and in the
Securities, except the Trustee's certificate of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities or any coupon, except that the
Trustee represents and warrants that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations
hereunder and thereunder; that the statements made by it in a Statement of
Eligibility and Qualification on Form T-1 supplied or to be supplied to the
Company in connection with the registration of any Securities are and at the
time of delivery will be true and accurate; and that such Statement complies and
at the time of delivery will comply with the requirements of the Trust Indenture
Act and the Securities Act, in each case, applicable to such Statement. The
Trustee shall not be accountable for the Company's use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the Indenture.

     SECTION 6.5. NOTICE OF DEFAULTS. If a Default occurs and is continuing with
respect to the Securities of any series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall, within 90 days after it occurs,
transmit, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, notice of all uncured Defaults known to it; provided,
however, that, except in the case of a Default in payment on the Securities of
any series, the Trustee may withhold the notice if and so long as a Responsible
Officer in good faith determines that withholding such notice is in the
interests of Holders of Securities of that series; provided, further, that in
the case of any default or breach of the character specified in Section 5.1(3)
with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 90 days after the occurrence thereof.

     SECTION 6.6. REPORTS BY TRUSTEE TO HOLDERS. (a) Within 60 days after each
May 15 of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in Section 313(c) of the Trust Indenture Act a
brief report dated as of such May 15 if required by and in compliance with
Section 313(a) of the Trust Indenture Act. A copy of each report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission and
with the Company. The Company will promptly notify the Trustee when the
Securities are listed on any stock exchange and of any delisting thereof.

          (b)       The Trustee shall from time to time transmit by mail to all
Holders of Securities as provided in Section 313(c) of the Trust Indenture Act,
such reports as are required to be filed pursuant to Section 313(b) of the Trust
Indenture Act.

     SECTION 6.7. SECURITY HOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such date as the Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, the Company or any of
its Paying Agents other than the Trustee as to the names and

                                       52


addresses of Holders of Securities of each such series. If there are Bearer
Securities of any series Outstanding, even if the Trustee is the Registrar, the
Company shall furnish to the Trustee such a list containing such information
with respect to Holders of such Bearer Securities only.

     SECTION 6.8. COMPENSATION AND INDEMNITY. (a) The Company shall pay to the
Trustee from time to time such reasonable compensation for its services as the
Company and the Trustee may agree in writing from time to time. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable expenses, disbursements and advances incurred by it in connection
with the performance of its duties under this Indenture, except any such
expense, disbursement or advance as may be attributable to its negligence or bad
faith. Such expenses shall include the reasonable compensation and expenses of
the Trustee's agents and counsel.

          (b)       The Company shall indemnify the Trustee for, and hold it
harmless against, any and all loss, liability, damage, claim or expense
(including attorneys fees and expenses, and including taxes other than taxes
based upon, measured by or determined by the income of the Trustee), including
without limitation the costs and expenses of defending itself against any
third-party claim (whether asserted by any Holder or any other Person (other
than the Company to the extent of any claim brought by it against the Trustee
that establishes a breach by the Trustee in the observance or performance of its
duties under this Indenture)), incurred by it without negligence, willful
misconduct or bad faith arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder, including the performance of
its duties or the exercise of its powers hereunder (collectively, "Claims"). The
Trustee shall notify the Company promptly of any Claim (other than Claims made
by the Company against the Trustee) for which it may seek indemnity. The Company
may elect to defend the Claim and, in such case, the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent.

          (c)       The Company need not reimburse any expense, disbursement or
advance or indemnify against any Claim incurred by the Trustee through
negligence, willful misconduct or bad faith on the part of the Trustee.

          (d)       To secure the payment obligations of the Company pursuant to
this Section, the Trustee shall have a lien prior to the Securities of any
series on all money or property held or collected by the Trustee, except that
held in trust to pay principal, premium, if any, and interest on particular
Securities.

          (e)       When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(4) or Section
5.1(5), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

          (f)       The provisions of this Section shall survive the termination
of this Indenture.

                                       53


          (g)       The protections, agreements and indemnities afforded to the
Trustee under this Section shall include any other agency to which it may be
appointed or with respect to which it may serve hereunder, or in respect of any
Securities under any related Board Resolution or supplemental indenture,
including but not limited to registrar, paying agent, conversion agent or
calculation agent.

     SECTION 6.9. SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE. (a) The Company may,
but need not, appoint a separate Trustee for any one or more series of
Securities. The resignation or removal of the Trustee and the appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in Section 6.10. In the event of an
appointment of a separate Trustee for any one or more series of Securities, the
allocation of responsibilities between the separate Trustees shall be determined
at that time.

          (b)       The Trustee may resign at any time with respect to the
Securities of any one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.10 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

          (c)       The Holders of a majority in aggregate principal amount of
the Outstanding Securities of any series may remove the Trustee with respect to
any one or more series by so notifying the Trustee and the Company in writing
and may appoint a successor Trustee for such series with the Company's consent.

     If an instrument of acceptance by a successor Trustee required by Section
6.10 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the Trustee being removed may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

          (d)       If at any time:

                    (1)       the Trustee fails to comply with Section 310(b) of
                              the Trust Indenture Act after written request
                              therefor by the Company or by any Holder who has
                              been a bona fide Holder of a Security for at least
                              six months, or

                    (2)       the Trustee shall cease to be eligible under
                              Section 6.11 hereof or Section 310(a) of the Trust
                              Indenture Act and shall fail to resign after
                              written request therefor by the Company or by any
                              Holder of a Security who has been a bona fide
                              Holder of a Security for at least six months; or

                    (3)       the Trustee becomes incapable of acting, is
                              adjudged a bankrupt or an insolvent or a receiver
                              or public officer takes charge of the

                                       54


                              Trustee or its property or affairs for the purpose
                              of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company may remove the Trustee with respect to
all Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

          (e)       If the Trustee resigns or is removed or becomes incapable of
acting or if a vacancy exists in the office of Trustee for any reason, with
respect to Securities of one or more series, the Company shall promptly appoint
a successor Trustee with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.10. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.10, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.10,
then, subject to Section 315(e) of the Trust Indenture Act, any Holder who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     SECTION 6.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee, without further act, deed or conveyance,
shall become vested with all the rights, powers and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

          (b)       In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein such successor Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that

                                       55


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

          (c)       No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

          (d)       The Company shall give, or cause to be given, notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series in the manner provided for notices to the Holders of
Securities in Section 1.6. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

     SECTION 6.11. ELIGIBILITY; DISQUALIFICATION. There shall at all times be a
Trustee hereunder with respect to each series of Securities (which need not be
the same Trustee for all series). Each Trustee hereunder shall be eligible to
act as trustee under Section 310(a)(1) of the Trust Indenture Act and shall
have a combined capital and surplus of at least $100,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or
the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

                                       56


     SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to or acquiring all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to, or by succession to or acquisition of
all or substantially all of the corporate trust business of, such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     SECTION 6.13. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint
an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $1,500,000 and subject to supervision or examination by Federal
or State authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

                                       57


     An Authenticating Agent for any series of Securities may at any time resign
by giving written notice of resignation to the Trustee for such series and to
the Company. The Trustee for any series of Securities may at any time terminate
the agency of an Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
such reasonable compensation as the Company and such Authenticating Agent agree
in writing from time to time including reimbursement of its reasonable expenses
for its services under this Section.

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

     This is one of the [Securities] [of the series designated herein and]
referred to in the within-mentioned Indenture.

                                            ________________________, as Trustee


                                            By
                                               ---------------------------------
                                               as Authenticating Agent


                                            By
                                               ---------------------------------
                                               Authorized Signatory


                                   ARTICLE VII

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

     SECTION 7.1. CONSOLIDATION, MERGER OR SALE OF ASSETS. The Company may not
merge or consolidate with or into any other Person, in a transaction in which it
is not the surviving corporation, or sell, convey, transfer or otherwise dispose
of all or substantially all of its assets to any Person, unless (i) surviving or
transferee Person is organized and existing under the laws of the United States
or a State thereof and such Person expressly assumes by supplemental

                                       58


indenture all the obligations of the Company under the Securities and any
coupons appertaining thereto and under this Indenture, (ii) immediately
thereafter, giving effect to such merger or consolidation, or such sale,
conveyance, transfer or other disposition, no Default or Event of Default shall
have occurred and be continuing and (iii) the Company shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel each stating that
such merger, consolidation, sale, conveyance, transfer or other disposition
complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with. In the event of the
assumption by a successor Person of the obligations of the Company, such
successor Person shall succeed to and be substituted for the Company hereunder
and under the Securities and any coupons appertaining thereto and all such
obligations of the Company shall terminate.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

     SECTION 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders, the Company and the Trustee, at any time and from
time to time, may enter into indentures supplemental hereto for any of the
following purposes:

          (1)       to evidence the succession of another Person to the Company
                    and the assumption by any such successor of the covenants
                    and obligations of the Company herein and in the Securities
                    (with such changes herein and therein as may be necessary or
                    advisable to reflect such Person's legal status, if such
                    Person is not a corporation); or

          (2)       to add to the covenants of the Company for the benefit of
                    the Holders of all or any series of Securities (and if such
                    covenants are to be for the benefit of less than all series
                    of Securities, stating that such covenants are expressly
                    being included solely for the benefit of such series) or to
                    surrender any right or power herein conferred upon the
                    Company or to comply with any requirement of the Commission
                    or otherwise in connection with the qualification of this
                    Indenture under the Trust Indenture Act or otherwise; or

          (3)       to add any additional Events of Default with respect to all
                    or any series of Securities; or

          (4)       to add to or change any of the provisions of this Indenture
                    to such extent as shall be necessary to facilitate the
                    issuance of Bearer Securities (including, without
                    limitation, to provide that Bearer Securities may be
                    registrable as to principal only) or to facilitate or
                    provide for the issuance of Securities in global form in
                    addition to or in place of Securities in certificated form;
                    or

          (5)       to change or eliminate any of the provisions of this
                    Indenture, provided that any such change or elimination
                    shall become effective only with

                                       59


                    respect to Securities which have not been issued as of the
                    execution of such supplemental indenture or when there is no
                    Security Outstanding of any series created prior to the
                    execution of such supplemental indenture which is entitled
                    to the benefit of such provision; or

          (6)       to add guarantees with respect to any or all of the
                    Securities; or

          (7)       to convey, transfer, assign, mortgage or pledge any property
                    to or with the Trustee; or

          (8)       to supplement any of the provisions of this Indenture to
                    such extent as shall be necessary to permit or facilitate
                    the defeasance and discharge of any series of Securities
                    pursuant to Sections 4.1, 4.4, and 4.5; provided that any
                    such action shall not adversely affect the interests of the
                    Holders of Securities of such series and any related coupons
                    or any other series of Securities in any material respect;
                    or

          (9)       to establish the form or terms of Securities of any series
                    as permitted by Sections 2.1 and 3.1; or

          (10)      to provide for the delivery of indentures supplemental
                    hereto or the Securities of any series in or by means of any
                    computerized, electronic or other medium, including without
                    limitation by computer diskette; or

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

          (12)      if allowed without penalty under applicable laws and
                    regulations, to permit payment in the United States
                    (including any of the states and the District of Columbia),
                    its territories, its possessions and other areas subject to
                    its jurisdiction of principal, premium, if any, or interest,
                    if any, on Bearer Securities or coupons, if any; or

          (13)      to correct or supplement any provision herein which may be
                    inconsistent with any other provision herein or to cure any
                    ambiguity or omission or to correct any mistake; or

          (14)      to make any other provisions with respect to matters or
                    questions arising under this Indenture, provided such action
                    shall not adversely affect the interests of the Holders of
                    Securities of any series in any material respect.

     SECTION 8.2. WITH CONSENT OF HOLDERS. Without prior notice to any Holder
but with the written consent of the Holders of a majority of the aggregate
principal amount of the Outstanding

                                       60


Securities of each series adversely affected by such supplemental indenture
(with the Securities of each series voting as a class), the Company and the
Trustee may enter into an indenture or indentures supplemental hereto to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other indenture supplemental hereto or to modify the rights of the Holders
of Securities of each such series; provided, however, that without the consent
of the Holder of each Outstanding Security adversely affected thereby, a
supplemental indenture under this Section may not:

          (1)       change the Stated Maturity of the principal of, or any
                    installment of principal of or interest on, any Security, or
                    reduce the principal amount thereof or the rate of interest
                    thereon or any premium payable upon the redemption thereof,
                    or reduce the amount of the principal of an Original Issue
                    Discount Security or Indexed Security that would be due and
                    payable upon a declaration of acceleration of the Maturity
                    thereof pursuant to Section 5.2, or change any Place of
                    Payment where, or the coin or currency in which any
                    Securities or any premium or the interest thereon is
                    payable, or impair the right to institute suit for the
                    enforcement of any such payment on or after the Stated
                    Maturity thereof (or, in the case of redemption, on or after
                    the Redemption Date);

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

          (3)       except to the extent provided in Section 8.1(11), make any
                    change in Section 5.7 or this 8.2 except to increase any
                    percentage or to provide that certain other provisions of
                    this Indenture cannot be modified or waived except with the
                    consent of the Holders of each Outstanding Security affected
                    thereby, provided, however, that this clause shall not be
                    deemed to require the consent of any Holders with respect to
                    changes in the references to the "Trustee" and concomitant
                    changes in this Section, in accordance with the requirements
                    of Sections 6.10(b) and 8.1(11);

          (4)       release any guarantors from their guarantees of the
                    Securities, or, except as contemplated in any supplemental
                    indenture, make any change in a guarantee of a Security that
                    would adversely affect the interests of the Holders; or

          (5)       modify the ranking or priority of the Securities.

For the purposes of this Section 8.2, if the Securities of any series are
issuable upon the exercise of warrants, any holder of an unexercised and
unexpired warrant with respect to such series shall

                                       61


not be deemed to be a Holder of Outstanding Securities of such series in the
amount issuable upon the exercise of such warrants.

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

     It is not necessary under this Section 8.2 for the Holders to consent to
the particular form of any proposed supplemental indenture, but it is sufficient
if they consent to the substance thereof.

     SECTION 8.3. COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to this
Indenture or the Securities of one or more series shall be set forth in a
supplemental indenture that complies with the Trust Indenture Act as then in
effect.

     SECTION 8.4. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise. The Trustee shall enter into any such
supplemental indenture presented to it by the Company in compliance with this
Article 8 if such supplemental indenture does not adversely affect the Trustee's
own rights, duties or immunities under this Indenture or otherwise. In
formulating its opinion on such matters the Trustee shall be entitled to rely on
such evidence as it deems appropriate, which may be or include, without
limitation, reliance solely on an opinion or advice of its counsel.

     SECTION 8.5. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby; provided that if such supplemental indenture
makes any of the changes described in clauses (1) through (4) of the first
proviso to Section 8.2, such supplemental indenture shall bind each Holder of a
Security who has consented to it and every subsequent Holder of such Security or
any part thereof.

     SECTION 8.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities, including any coupons, of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities including any coupons of any series
so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture

                                       62


may be prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Securities including any coupons of such
series.

                                   ARTICLE IX

                                    COVENANTS

     SECTION 9.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of, premium, if
any, and interest on the Securities of that series in accordance with the terms
of the Securities of such series, any coupons appertaining thereto and this
Indenture. An installment of principal, premium, if any, or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay the installment.

     SECTION 9.2. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a series are
issued as Registered Securities, the Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company will maintain, (i) subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for that series which is located outside the United States, where
Securities of that series and related coupons may be presented and surrendered
for payment; provided, however, that if the Securities of that series are listed
on The International Stock Exchange of the United Kingdom and the Republic of
Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such
exchange, and (ii) subject to any laws or regulations applicable thereto, an
office or agency in a Place of Payment for that series which is located outside
the United States where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of that series and the related coupons unless otherwise
specified in the Supplemental Indenture for such Series, may be presented and
surrendered for payment and conversion at the offices specified in the Security,
in London, England, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands (provided,
however, that the foregoing appointment shall not impose or imply any obligation
on the part of the Trustee to maintain any office for any such purposes other
than the Corporate Trust Office.)

                                       63


     Unless otherwise specified as contemplated by Section 3.1, no payment of
principal, premium or interest on Bearer Securities shall be made at any office
or agency of the Company in the United States, by check mailed to any address in
the United States, by transfer to an account located in the United States or
upon presentation or surrender in the United States of a Bearer Security or
coupon for payment, even if the payment would be credited to an account located
outside the United States; provided, however, that, if the Securities of a
series are denominated and payable in Dollars, payment of principal of and any
premium or interest on any such Bearer Security shall be made at an office of a
Paying Agent of the Company in the Borough of Manhattan, The City of New York,
if (but only if) payment in Dollars of the full amount of such principal,
premium or interest, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

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

     Unless otherwise specified as contemplated by Section 3.1, the Trustee
shall initially serve as Paying Agent. The Paying Agent may make reasonable
rules not inconsistent herewith for the performance of its functions.

     SECTION 9.3. MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED MONEY. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal, premium, if any, or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee in writing of any failure so to
act.

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

     If the Company is not acting as its own Paying Agent, the Company will
cause each Paying Agent for any series of Securities other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

                                       64


          (1)       hold all sums held by it for the payment of the principal
                    of, premium, if any, or interest on Securities of that
                    series in trust for the benefit of the Persons entitled
                    thereto until such sums shall be paid to such Persons or
                    otherwise disposed of as herein provided;

          (2)       give the Trustee notice of any Default by the Company (or
                    any other obligor upon the Securities of that series) in the
                    making of any payment of principal, premium, if any, or
                    interest on the Securities; and

          (3)       at any time during the continuance of any such Default, upon
                    the written request of the Trustee, forthwith pay to the
                    Trustee all sums so held in trust by such Paying Agent.

                    Notwithstanding anything in this Section 9.3 to the
                    contrary, the Company may at any time, for the purpose of
                    obtaining the satisfaction and discharge of this Indenture,
                    or with respect to one or more series of Securities, or for
                    any other purpose, pay, or by Company Order direct any
                    Paying Agent to pay, to the Trustee all sums held in trust
                    by the Company or such Paying Agent, such sums to be held by
                    the Trustee upon the same trusts as those upon which such
                    sums were held by the Company or such Paying Agent; and,
                    upon such payment by any Paying Agent to the Trustee, such
                    Paying Agent shall be released from all further liability
                    with respect to such money.

     Subject to applicable abandoned property laws, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of any principal, premium or interest or other amounts on any Security
of any series and remaining unclaimed for two years after such principal,
premium, if any, or interest or other amounts has become due and payable shall
be paid to the Company (including interest income on such funds, if any), or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security and coupon, if any, shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.

     SECTION 9.4. CORPORATE EXISTENCE. Subject to Article VII, the Company will
at all times do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence.

     SECTION 9.5. MAINTENANCE OF PROPERTIES. The Company will cause all material
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as (and to the extent)
in the judgment of the Company may be necessary or appropriate in connection
with its business; provided, however, that nothing in this Section shall prevent
the Company from discontinuing the operation or maintenance of any of such
properties if such

                                       65


discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and not disadvantageous in any material respect to the Holders.

     SECTION 9.6. REPORTS BY THE COMPANY. The Company covenants, at any time at
which there are Outstanding Securities of any series issued under this
Indenture:

          (a)       to file with the Trustee, within 30 days after the Company
                    is required to file the same with the Commission, copies of
                    the annual reports and of the information, documents and
                    other reports (or copies of such portions of any of the
                    foregoing as the Commission may from time to time by rules
                    and regulations prescribe) which the Company may be required
                    to file with the Commission pursuant to section 13 or
                    section 15(d) of the Securities Exchange Act of 1934, as
                    amended; or, if the Company is not required to file
                    information, documents or reports pursuant to either of such
                    sections, then to file with the Trustee and the Commission,
                    in accordance with rules and regulations prescribed from
                    time to time by the Commission, such of the supplementary
                    and periodic information, documents and reports which may be
                    required pursuant to section 13 of the Securities Exchange
                    Act of 1934, as amended, in respect of a security listed and
                    registered on a national securities exchange as may be
                    prescribed from time to time in such rules and regulations;

          (b)       to file with the Trustee and the Commission, in accordance
                    with the rules and regulations prescribed from time to time
                    by the Commission, such additional information, documents
                    and reports with respect to compliance by the Company with
                    the conditions and covenants provided for in this Indenture,
                    as may be required from time to time by such rules and
                    regulations; and

          (c)       to transmit to all Holders of Securities within 30 days
                    after the filing thereof with the Trustee, in the manner and
                    to the extent provided in section 313(c) of the Trust
                    Indenture Act, such summaries of any information, documents
                    and reports required to be filed by the Company pursuant to
                    subsections (a) and (b) of this Section 9.6, as may be
                    required by rules and regulations prescribed from time to
                    time by the Commission.

     SECTION 9.7. ANNUAL REVIEW CERTIFICATE. At any time at which there are
Outstanding Securities of any series issued under this Indenture, the Company
covenants and agrees to deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, a brief certificate from the principal
executive officer, principal financial officer, or principal accounting officer
as to his or her knowledge of whether the Company is in Default under this
Indenture. For purposes of this Section 9.7, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

     SECTION 9.8. PAYMENT OF TAXES AND OTHER CLAIMS. At any time at which there
are Outstanding Securities of any series issued under this Indenture, the
Company will pay or

                                       66


discharge or cause to be paid or discharged, within 30 days after the Company
shall have received notice that the same has become delinquent (1) all material
taxes, assessments and governmental charges levied or imposed upon the Company
or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a material lien upon the property of the Company
or any Subsidiary; provided, however, that the Company shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings; provided, further, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim unless the failure to pay or discharge such
tax, assessment, charge or claim would, individually or in the aggregate with
all such failures, have a material adverse effect on the Company and its
Subsidiaries taken as a whole.

                                       67


                                    ARTICLE X

                                   REDEMPTION

     SECTION 10.1. APPLICABILITY OF ARTICLE. Securities (including coupons, if
any) of or within any series which are redeemable in whole or in part before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified in the applicable Board Resolution or
supplemental indenture with respect to such Series of Securities, as
contemplated by Section 3.1 for Securities of any series) in accordance with
this Article.

     SECTION 10.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Securities, including coupons, if any, shall be evidenced
by a Board Resolution. In the case of any redemption at the election of the
Company of less than all the Securities or coupons, if any, of any series of the
same tenor, the Company shall, at least 60 days (45 days in the case of
redemption of all Securities of any series or of any series with the same (i)
Stated Maturity, (ii) period or periods within which, price or prices at which
and terms and conditions upon which such Securities may or shall be redeemed or
purchased, in whole or in part, at the option of the Company or pursuant to any
sinking fund or analogous provision or repayable at the option of the Holder and
(iii) rate or rates at which the Securities bear interest, if any, or formula
pursuant to which such rate or rates accrue (collectively, the "Equivalent
Principal Terms")) prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (ii) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities, the Company
shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction or condition.

     SECTION 10.3. SELECTION OF SECURITIES TO BE REDEEMED. If less than all the
Securities with Equivalent Principal Terms of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities (including coupons, if any) of that series with
Equivalent Principal Terms or any integral multiple thereof) of the principal
amount of Securities (including coupons, if any) of such series with Equivalent
Principal Terms of a denomination larger than the minimum authorized
denomination for Securities of that series. Unless otherwise provided in the
terms of a particular series of Securities, the portions of the principal of
Securities so selected for partial redemption shall be equal to the minimum
authorized denomination of the Securities of such series, or an integral
multiple thereof, and the principal amount which remains outstanding shall not
be less than the minimum authorized denomination for Securities of such series.

                                       68


     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. If the Securities
(including coupons, if any) of a series having different issue dates, interest
rates and maturities (whether or not originally issued in a Periodic Offering)
are to be redeemed, the Company in its discretion may select the particular
Securities or portions thereof to be redeemed and shall notify the Trustee
thereof by such time prior to the relevant redemption date or dates as the
Company and the Trustee may agree.

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

     SECTION 10.4. NOTICE OF REDEMPTION. Unless otherwise specified as
contemplated by Section 3.1, notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior
to the Redemption Date, unless a shorter period is specified in the Securities
to be redeemed, to each Holder of the Securities to be redeemed.

     All notices of redemption shall state:

          (1)       the Redemption Date;

          (2)       the Redemption Price and the amount of accrued interest, if
                    any, to be paid;

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

          (4)       in case any Security is to be redeemed in part only, the
                    notice which relates to such Security shall state that on
                    and after the Redemption Date, upon surrender of such
                    Security, the Holder of such Security will receive, without
                    a charge, a new Security or Securities of authorized
                    denominations for the principal amount thereof remaining
                    unredeemed;

          (5)       the Place or Places of Payment where such Securities are to
                    be surrendered for payment for the Redemption Price;

          (6)       that Securities of the series called for redemption and all
                    unmatured coupons, if any, appertaining thereto must be
                    surrendered to the Paying Agent to collect the Redemption
                    Price;

          (7)       that, on the Redemption Date, the Redemption Price will
                    become due and payable upon each such Security, or the
                    portion thereof, to be redeemed

                                       69


                    and, if applicable, that interest thereon will cease to
                    accrue on and after said date;

          (8)       that the redemption is for a sinking fund, if such is the
                    case;

          (9)       that, unless otherwise specified in such notice, Bearer
                    Securities of any series, if any, surrendered for redemption
                    must be accompanied by all coupons maturing subsequent to
                    the Redemption Date or the amount of any such missing coupon
                    or coupons will be deducted from the Redemption Price,
                    unless security or indemnity satisfactory to the Company,
                    the Trustee and any Paying Agent is furnished;

          (10)      if Bearer Securities of any series are to be redeemed and
                    any Registered Securities of such series are not to be
                    redeemed and if such Bearer Securities may be exchanged for
                    Registered Securities not subject to redemption on this
                    Redemption Date pursuant to Section 3.5 or otherwise, the
                    last date, as determined by the Company, on which such
                    exchanges may be made; and

          (11)      the CUSIP number, if any, of such Securities.

                    Notice of redemption of Securities to be redeemed at the
                    election of the Company shall be given by the Company or, at
                    the Company's request, by the Trustee in the name and at the
                    expense of the Company (provided that the Company prepare
                    and provide to the Trustee the form of such notice, or, if
                    acceptable to the Trustee, provides sufficient information
                    to enable the Trustee to prepare such notice, in each case
                    on a timely basis.)

     SECTION 10.5. DEPOSIT OF REDEMPTION PRICE. On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 9.3) an amount of money in the currency or currencies
(including currency units or composite currencies) in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 3.1
for the Securities of such series) sufficient to pay on the Redemption Date the
Redemption Price of, and (unless the Redemption Date shall be an Interest
Payment Date) interest accrued to the Redemption Date on, all Securities or
portions thereof which are to be redeemed on that date.

     Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

     SECTION 10.6. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless

                                       70


the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the coupons for any
such interest appertaining to any Bearer Security so to be redeemed, except to
the extent provided below, shall be void and such Securities shall cease from
and after the Redemption Date to be entitled to any benefit or security under
this Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the Redemption Price thereof and unpaid
interest to the Redemption Date. Except as provided in the next succeeding
paragraph, upon surrender of any such Security, including coupons, if any, for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that unless otherwise specified as
contemplated by Section 3.1, installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date and the principal of, and
premium, if any, on such Bearer Securities shall be payable only at an office or
agency located outside the United States and it possessions (except as otherwise
provided in Section 9.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of coupons for such interest;
and provided, further, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.7.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Bearer
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
coupons.

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

     SECTION 10.7. SECURITIES REDEEMED IN PART. Upon surrender of a Security
that is redeemed only in part at any Place of Payment therefor (with, if the
Company or the Trustee so require, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
that Security, without service charge, a new Security or Securities of the same
series, having the same form, terms and Stated Maturity, in any authorized
denomination equal in aggregate principal amount to the unredeemed portion of
the principal amount of the Security surrendered.

                                       71


                                   ARTICLE XI

                                  SINKING FUNDS

     SECTION 11.1. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     SECTION 11.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company (i) may deliver Outstanding Securities of a series (other than any
previously called for redemption) together, in the case of Bearer Securities of
such series, with all unmatured coupons appertaining thereto and (ii) may apply
as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     SECTION 11.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 11.2 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 10.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
10.6 and 10.7.

                                       72


     This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
instrument.

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

                                              EXACT SCIENCES CORPORATION


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


[Seal]

                                              Attest:
                                                      --------------------------
                                                      Title:

                                              U.S. BANK NATIONAL ASSOCIATION, as
                                              Trustee


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


[Seal]

                                              Attest:
                                                      --------------------------
                                                      Title:

                                       73

EX-5.1

                                                                   Exhibit 5.1



                                           September 10, 2003



EXACT Sciences Corporation
100 Campus Drive
Marlborough, MA 01752


         RE:   Form S-3 Universal Shelf Registration Statement Relating to
               $100,000,000 Aggregate Principal Amount of Securities of EXACT
               Sciences Corporation

Dear Sir or Madam:

         We are counsel to EXACT Sciences Corporation, a Delaware corporation
(the "Company"), and have represented the Company in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") of the Company's Registration Statement on Form S-3 (the
"Registration Statement"), on or about the date hereof, covering the proposed
issuance and sale by the Company of up to $100,000,000 of (i) shares of its
common stock, $0.01 par value per share (the "Common Stock"), (ii) shares of its
preferred stock, $0.01 value per share (the "Preferred Stock"), (iii)
debentures, notes, bonds or other evidences of indebtedness of the Company (the
"Debt Securities"), (iv) warrants to purchase shares of Common Stock (the
"Common Stock Warrants"), (v) warrants to purchase shares of Preferred Stock
(the "Preferred Stock Warrants") and (vi) warrants to purchase Debt Securities
(the "Debt Warrants," and together with the Common Stock, Preferred Stock, Debt
Securities, Common Stock Warrants and Preferred Stock Warrants the
"Securities").

         In connection with this opinion, we have examined such corporate
records, documents, instruments, and such questions of law as we have deemed
necessary for the purpose of rendering the opinions set forth herein. We have
also examined the Registration Statement as filed with the Commission in
accordance with the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations of the Commission thereunder.

         In such examination, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity with originals of all documents submitted to us as copies or
facsimiles.





EXACT Sciences Corporation
September 10, 2003
Page 2


         The opinions hereinafter expressed are subject to the following
qualifications and exceptions: (i) the effect of bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws relating to or
affecting the rights of creditors generally, including without limitation, laws
relating to fraudulent transfers or conveyances, preferences and equitable
subordination; and (ii) limitations imposed by general principles of equity upon
the availability of equitable remedies or the enforcement of provisions of
agreements relating to the Securities, and the effect of judicial decisions that
have held that certain provisions are unenforceable where their enforcement
would violate the implied covenant of good faith and fair dealing, or would be
commercially unreasonable, or where a default under a provision of any agreement
relating to the Securities is not material.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. With respect to the Common Stock, when (a) the Board of Directors of
the Company or a duly authorized committee of the Board of Directors (such Board
of Directors or committee being referred to herein as the "Board"), has taken
all necessary corporate action to approve the issuance of and establish the
terms of the offering of the Common Stock and related matters and (b) issued,
sold and delivered in the manner and for the consideration (not less than the
par value of the Common Stock) stated in the applicable definitive purchase,
underwriting or similar agreement or upon conversion, exchange or exercise of
any other Security in accordance with the terms of such Security or the
instrument governing such Security providing for such conversion, exchange or
exercise as approved by the Board, for the consideration approved by the Board
(not less than the par value of the Common Stock), the Common Stock will be
validly issued, fully paid and nonassessable.

         2. With respect to the Preferred Stock, when (a) the Board has taken
all necessary corporate action to approve the issuance of and establish the
terms of the offering of the Preferred Stock and related matters and (b) issued,
sold and delivered in the manner and for the consideration stated in the
applicable definitive purchase, underwriting or similar agreement or upon
conversion, exchange or exercise of any other Security in accordance with the
terms of such Security or the instrument governing such Security providing for
such conversion, exchange or exercise as approved by the Board, for the
consideration approved by the Board, the Preferred Stock will be validly issued,
fully paid and nonassessable.

         3. With respect to the Debt Securities to be issued under an indenture
(incorporating the form of indenture filed as Exhibit 4.03 to the Registration
Statement or such other provisions as are contained in a document which will be
filed as an exhibit or incorporated by reference in the Registration Statement)
(the "Indenture"), when (a) the Indenture has been (i) duly authorized by the
Board, (ii) duly executed and delivered by





EXACT Sciences Corporation
September 10, 2003
Page 3


each party thereto and (iii) duly qualified under the Trust Indenture Act of
1939, as amended, (b) the Board has taken all necessary corporate action to
approve the issuance of and establish the terms of such Debt Securities, the
terms of the offering and related matters, (c) the Debt Securities have been
executed and authenticated in accordance with the terms of the Indenture and (d)
the Debt Securities have been issued, sold and delivered in the manner and for
the consideration stated in the applicable definitive purchase, underwriting or
similar agreement approved by the Board, upon payment of the consideration
provided for therein, or upon exercise of any other Security in accordance with
the terms of such Security or the instrument governing such Security providing
for such conversion, exchange or exercise as approved by the Board, and the
Indenture, the Debt Securities to be issued under the Indenture will be valid
and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.

         4. With respect to the Common Stock Warrants, when (a) one or more
agreements (incorporating the provisions as are contained in a document which
will be filed as an exhibit to or incorporated by reference in the Registration
Statement) have been duly executed and delivered by the Company and a warrant
agent, (b) the Board has taken all necessary corporate action to approve the
terms of the Common Stock Warrants, (c) the Common Stock Warrants have been
executed in accordance with the terms of the appropriate agreement and (d) the
Common Stock Warrants have been issued, sold and delivered in the manner and for
the consideration stated in the applicable definitive purchase, underwriting or
similar agreement approved by the Board, upon payment of the consideration
therefor provided for therein, the Common Stock Warrants will be binding
obligations of the Company under Massachusetts law and the securities issuable
upon exercise thereof will be validly issued, fully paid and nonassessable.

         5. With respect to the Preferred Stock Warrants, when (a) one or more
agreements (incorporating the provisions as are contained in a document which
will be filed as an exhibit to or incorporated by reference in the Registration
Statement) have been duly executed and delivered by the Company and a warrant
agent, (b) the Board has taken all necessary corporate action to approve the
terms of the Preferred Stock Warrants, (c) the Preferred Stock Warrants have
been executed and authenticated in accordance with the terms of the appropriate
agreement and (d) the Preferred Stock Warrants have been issued, sold and
delivered in the manner and for the consideration stated in the applicable
definitive purchase, underwriting or similar agreement approved by the Board,
upon payment of the consideration therefor provided for therein, the Preferred
Stock Warrants will be binding obligations of the Company under Massachusetts
law and the securities issuable upon exercise thereof will be validly issued,
fully paid and nonassessable.





EXACT Sciences Corporation
September 10, 2003
Page 4


         6. With respect to the Debt Warrants, when (a) one or more agreements
(incorporating the provisions as are contained in a document which will be filed
as an exhibit to or incorporated by reference in the Registration Statement)
have been duly executed and delivered by the Company and a warrant agent, (b)
the Board has taken all necessary corporate action to approve the terms of the
Debt Warrants, (c) the Debt Warrants have been executed and authenticated in
accordance with the terms of the appropriate agreement and (d) the Debt Warrants
have been issued, sold and delivered in the manner and for the consideration
stated in the applicable definitive purchase, underwriting or similar agreement
approved by the Board, upon payment of the consideration therefor provided for
therein, the Debt Warrants will be binding obligations of the Company under
Massachusetts law and the securities issuable upon exercise thereof will be
validly issued, fully paid and nonassessable.

         In connection with our opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such Security, the Registration
Statement, and any amendments thereto (including post-effective amendments) will
have been declared effective, a prospectus supplement will have been prepared
and filed with the Commission describing the Securities offered thereby, the
authorization of the Securities applicable to such Security will not have been
modified or rescinded by the Board and there will not have occurred any change
in law affecting the validity or enforceability of such Security. We have also
assumed that none of the terms of any Security to be established subsequent to
the date hereof nor the issuance and delivery of such Security, nor the
compliance by the Company with the terms of such Security, will violate any
applicable federal or state law or will result in a violation of any provision
of any instrument or agreement then binding upon the Company or any restriction
imposed by any court or governmental body having jurisdiction over the Company.

         This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.





EXACT Sciences Corporation
September 10, 2003
Page 5


         We hereby consent to the filing of this opinion with the Commission in
connection with the filing of the Registration Statement. We also consent to the
use of our name in the related prospectus and any related prospectus supplement
under the heading "Legal Matters." In giving this consent, we do not thereby
admit that we are included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations promulgated
thereunder.


                                Very truly yours,

                                /s/ TESTA, HURWITZ & THIBEAULT, LLP

                                TESTA, HURWITZ & THIBEAULT, LLP

EX-12.1

                                                                  EXHIBIT 12.1


   COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
  FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (IN THOUSANDS, EXCEPT RATIO DATA)



                                  SIX MONTHS
                                     ENDED                                     FISCAL YEARS ENDED
                                    JUNE 30,                                        DECEMBER 31,
                                      2003           2002          2001         2000          1999         1998
                                                                                      
Income (loss) before provision
(benefit) for taxes on income      $(15,767)      $(29,883)     $(23,485)    $(11,883)      $(4,964)     $(3,578)

Add - Fixed charges                      33             70            60           43            29           17
                                   --------       --------      --------     --------       -------      -------

Income before taxes and fixed
charges (net of capitalized
interest)                           (15,734)       (29,813)      (23,425)     (11,840)       (4,935)      (3,507)

Fixed charges:
Interest                                  -              -             -            -             -            -
Amortization of debt issuance
costs                                     -              -             -            -             -            -
Capitalized interest                      -              -             -            -             -            -
Estimated interest component of
rental expense                           33             70            60           43            29           17
                                   --------       --------      --------     --------       -------      -------
Total                                    33             70            60           43            29           17
Ratio of earnings before taxes
and fixed charges, to fixed
charges                                  (1)            (1)           (1)       (1)(2)        (1)(2)       (1)(2)



(1) During each of these periods, our earnings were less than our fixed charges.
The amount of such deficiency was approximately $15.8 million for the six months
ended June 30, 2003, and $29.9 million, $23.5 million, $11.9 million, $5.0
million and $3.6 million for fiscal years 2002, 2001, 2000, 1999 and 1998,
respectively.

(2) During each of these periods, our earnings were less than our combined fixed
charges and preferred dividends. The amount of such deficiency was approximately
$11.9 million, $5.0 million and $3.6 million for fiscal years 2000, 1999 and
1998, as dividends were at the discretion of the board of directors none of
which were declared.

EX-23.1

                                                                  EXHIBIT 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
EXACT Sciences Corporation

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of EXACT Sciences
Corporation for the registration of its securities with an aggregate public
offering price of $100,000,000 and to the incorporation by reference therein of
our report dated January 17, 2003, with respect to the consolidated financial
statements of EXACT Sciences Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 2002, filed with the Securities and
Exchange Commission.



                                            /s/ ERNST & YOUNG LLP


Boston, Massachusetts
September 9, 2003

EX-23.1(B)

                                                              EXHIBIT 23.1(b)


              INFORMATION REGARDING CONSENT OF ARTHUR ANDERSEN LLP

         As previously disclosed in the Company's Form 8-K filed on May 14,
2002, the Company replaced Arthur Andersen LLP as its independent public
accountants and announced that the Company had appointed Ernst & Young LLP as
its independent auditors.

         After reasonable efforts, the Company was unable to obtain the written
consent of Arthur Andersen LLP to incorporate by reference its report dated
January 28, 2002 into this Registration Statement.

         The absence of this consent may limit recovery against Arthur Andersen
LLP under Section 11 of the Securities Act. In addition, as a practical matter,
the ability of Arthur Andersen LLP to satisfy any claims (including claims
arising from Arthur Andersen LLP's provision of auditing and other services to
the Company and Arthur Andersen LLP's other clients) may be limited due to
recent events regarding Arthur Andersen LLP, including without limitation its
conviction on federal obstruction of justice charges arising from the federal
government's investigation of Enron Corp.

EX-25.1

                                                                  Exhibit 25.1

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

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

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

                                                                          
- ----------------------------------------------------------------------------------------------------------------------
                   180 East Fifth Street
                    St. Paul, Minnesota                                               55101
- ----------------------------------------------------------------------------------------------------------------------
         (Address of principal executive offices)                                   (Zip Code)
- ----------------------------------------------------------------------------------------------------------------------



                                 GARY DOUGHERTY
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6574
            (Name, address and telephone number of agent for service)


                           EXACT SCIENCES CORPORATION
                     (Issuer with respect to the Securities)

                                                                   
- ----------------------------------------------------------------------------------------------------------------------
                         DELAWARE                                                   98-0206122
- ----------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)         (I.R.S. Employer Identification No.)
- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
                     100 CAMPUS DRIVE                                                 01752
                     MARLBOROUGH, MA
- ----------------------------------------------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                                   (Zip Code)
- ----------------------------------------------------------------------------------------------------------------------




                                 DEBT SECURITIES
                       (TITLE OF THE INDENTURE SECURITIES)


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





                                    FORM T-1
                                    --------


ITEM 1.  GENERAL INFORMATION. Furnish the following information as to the
         Trustee.

         a)       NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

                       Comptroller of the Currency
                       Washington, D.C.

         b)       WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

                       Yes

ITEM 2.  AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
         TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

                       None

ITEMS 3-15  ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE TRUSTEE'S
            KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY INDENTURE FOR
            WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.    LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
            STATEMENT OF ELIGIBILITY AND QUALIFICATION.

            1.  A copy of the Articles of Association of the Trustee.*

            2.  A copy of the certificate of authority of the Trustee to
                commence business.*

            3.  A copy of the certificate of authority of the Trustee to
                exercise corporate trust powers.*

            4.  A copy of the existing bylaws of the Trustee.*

            5.  A copy of each Indenture referred to in Item 4.  Not applicable.

            6.  The consent of the Trustee required by Section 321(b) of the
                Trust Indenture Act of 1939, attached as Exhibit 6.

            7.  Report of Condition of the Trustee as of JUNE 30, 2003,
                published pursuant to law or the requirements of its
                supervising or examining authority, Attached as Exhibit 7.

            8.  A copy of any order pursuant to which the foreign trustee is
                authorized to act as sole trustee under indentures qualified
                or to be qualified under the Act: Not applicable.

         * Incorporated by reference to Registration Number 333-67188 dated
November 16, 2001.


                                       2





                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston,
Commonwealth of Massachusetts on the 10TH DAY OF SEPTEMBER 2003.


                                        U.S. BANK NATIONAL ASSOCIATION

                                        By:  /s/ SUSAN M. CALISE
                                             ----------------------------------
                                             SUSAN M. CALISE
                                             VICE PRESIDENT




By:  /s/ ARTHUR MACDONALD
     ----------------------------------------
     ARTHUR MACDONALD
     VICE PRESIDENT


                                       3





                                    EXHIBIT 6
                                    ---------

                                     CONSENT


         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


DATED:  SEPTEMBER 10, 2003


                                     U.S. BANK NATIONAL ASSOCIATION


                                     By:  /s/ Susan Calise
                                          -------------------------------------
                                          Susan Calise
                                          Vice President




By:  /s/ Arthur MacDonald
     --------------------------------------
     Arthur MacDonald
     Vice President


                                       4





                                    EXHIBIT 7
                                    ---------

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 6/30/2003

                                    ($000'S)



                                                                          6/30/2003
                                                                       -----------------
                                                                 
ASSETS
     Cash and Due From Depository Institutions                           $11,987,100
     Federal Reserve Stock                                                         0
     Securities                                                           35,336,411
     Federal Funds                                                         4,955,134
     Loans & Lease Financing Receivables                                 114,857,237
     Fixed Assets                                                          1,864,465
     Intangible Assets                                                     8,860,492
     Other Assets                                                          8,735,830
                                                                       -----------------
         TOTAL ASSETS                                                   $186,596,669

LIABILITIES
     Deposits                                                           $132,461,590
     Fed Funds                                                             5,061,915
     Treasury Demand Notes                                                         0
     Trading Liabilities                                                     303,140
     Other Borrowed Money                                                 20,320,775
     Acceptances                                                             150,586
     Subordinated Notes and Debentures                                     6,326,523
     Other Liabilities                                                     5,864,946
                                                                       -----------------
         TOTAL LIABILITIES                                              $170,489,475

EQUITY
     Minority Interest in Subsidiaries                                      $999,216
     Common and Preferred Stock                                               18,200
     Surplus                                                              11,015,123
     Undivided Profits                                                     8,370,138
                                                                       -----------------
         TOTAL EQUITY CAPITAL                                            $20,402,677

TOTAL LIABILITIES AND EQUITY CAPITAL                                    $190,892,152






- -------------------------------------------------------------------------------
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION


                                       5