Exhibit 10.1

VARIAN MEDICAL SYSTEMS, INC.

OMNIBUS STOCK PLAN

                               TABLE OF CONTENTS

                                                                            Page

SECTION 1       BACKGROUND, PURPOSE AND DURATION...........................    1

      1.1     Effective Date...............................................    1
      1.2     Purpose of the Plan..........................................    1

SECTION 2       DEFINITIONS................................................    1

      2.1     "1934 Act"...................................................    1
      2.2     "Affiliate"..................................................    1
      2.3     "Award"......................................................    1
      2.4     "Award Agreement"............................................    1
      2.5     "Board"......................................................    1
      2.6     "Code".......................................................    1
      2.7     "Committee"..................................................    1
      2.8     "Company"....................................................    1
      2.9     "Consultant".................................................    1
      2.10    "Director"...................................................    2
      2.11    "Disability".................................................    2
      2.12    "EBIT".......................................................    2
      2.13    "EBITDA".....................................................    2
      2.14    "Earnings Per Share".........................................    2
      2.15    "Employee"...................................................    2
      2.16    "Exercise Price".............................................    2
      2.17    "Fair Market Value"..........................................    2
      2.18    "Fiscal Year"................................................    2
      2.19    "Grant Date".................................................    2
      2.20    "Incentive Stock Option".....................................    2
      2.21    "Net Income".................................................    2
      2.22    "Non-employee Director"......................................    2
      2.23    "Non-qualified Stock Option".................................    2
      2.24    "Operating Cash Flow"........................................    2
      2.25    "Option".....................................................    2
      2.26    "Participant"................................................    3
      2.27    "Performance Goals"..........................................    3
      2.28    "Performance Period".........................................    3
      2.29    "Performance Share"..........................................    3
      2.30    "Performance Unit"...........................................    3
      2.31    "Period of Restriction"......................................    3
      2.32    "Plan".......................................................    3
      2.33    "Restricted Stock"...........................................    3
      2.34    "Retirement".................................................    3
      2.35    "Return on Assets"...........................................    3
      2.36    "Return on Equity"...........................................    3
      2.37    "Return on Sales"............................................    3
      2.38    "Revenue"....................................................    3
      2.39    "Rule 16b-3".................................................    3
      2.40    "Section 16 Person"..........................................    4
      2.41    "Shareholder Return".........................................    4
      2.42    "Shares".....................................................    4
      2.43    "Stock Appreciation Right"...................................    4
      2.44    "Subsidiary".................................................    4
      2.45    "Termination of Service".....................................    4
      2.46    "VAI"........................................................    4

                               TABLE OF CONTENTS

                                                                            Page

SECTION 3       ADMINISTRATION.............................................    4

      3.1     The Committee................................................    4
      3.2     Authority of the Committee...................................    4
      3.3     Delegation by the Committee..................................    4
      3.4     Non-employee Directors.......................................    5
      3.5     Decisions Binding............................................    5

SECTION 4       SHARES SUBJECT TO THE PLAN.................................    5

      4.1     Number of Shares.............................................    5
      4.2     Lapsed Awards................................................    5
      4.3     Adjustments in Awards and Authorized Shares..................    5

SECTION 5       STOCK OPTIONS..............................................    5

      5.1     Grant of Options.............................................    5
      5.2     Award Agreement..............................................    5
      5.3     Exercise Price...............................................    5

              5.3.1. Non-qualified Stock Options...........................    6
              5.3.2. Incentive Stock Options...............................    6
              5.3.3. Substitute Options....................................    6

      5.4     Expiration of Options........................................    6

              5.4.1. Expiration Dates......................................    6
              5.4.2. Death of Participant..................................    6
              5.4.3. Committee Discretion..................................    6

      5.5     Exercisability of Options....................................    6
      5.6     Payment......................................................    7
      5.7     Restrictions on Share Transferability........................    7
      5.8     Certain Additional Provisions for Incentive Stock Options....    7

              5.8.1. Exercisability........................................    6
              5.8.2. Termination of Service................................    6
              5.8.3. Company and Subsidiaries Only.........................    6
              5.8.4. Expiration............................................    6

      5.9     Grant of Reload Options......................................    7

SECTION 6       STOCK APPRECIATION RIGHTS..................................    8

      6.1     Grant of SARs................................................    8
      6.2     Exercise Price and Other Terms...............................    8
      6.3     SAR Agreement................................................    8
      6.4     Expiration of SARs...........................................    8
      6.5     Payment of SAR Amount........................................    8
      6.6     Payment Upon Exercise of SAR.................................    8

SECTION 7       RESTRICTED STOCK...........................................    8

      7.1     Grant of Restricted Stock....................................    8
      7.2     Restricted Stock Agreement...................................    8
      7.3     Transferability..............................................    8
      7.4     Other Restrictions...........................................    8

              7.4.1.  General Restrictions.................................    9
              7.4.2.  Section 162(m) Performance Restrictions..............    9
              7.4.3.  Legend on Certificates...............................    9

                               TABLE OF CONTENTS

                                                                            Page

      7.5     Removal of Restrictions......................................    9
      7.6     Voting Rights................................................    9
      7.7     Dividends and Other Distributions............................    9
      7.8     Return of Restricted Stock to Company........................    9

SECTION 8       PERFORMANCE UNITS AND PERFORMANCE SHARES...................    9

      8.1     Grant of Performance Units and Shares........................    9
      8.2     Initial Value................................................    9
      8.3     Performance Objectives and Other Terms.......................   10

              8.3.1  General Performance Objectives........................   10
              8.3.2  Section 162(m) Performance Objectives.................   10

      8.4     Earning of Performance Units and Performance Shares..........   10
      8.5     Form and Timing of Payment...................................   10
      8.6     Cancellation.................................................   10

SECTION 9       NON-EMPLOYEE DIRECTORS.....................................   10

      9.1     Granting of Options..........................................   10

              9.1.1  Non-employee Directors................................   10
              9.1.2  Chairman..............................................   10

      9.2     Terms of Options.............................................   11

              9.2.1  Option Agreement......................................   11
              9.2.2  Exercise Price........................................   11
              9.2.3  Exercisability........................................   11
              9.2.4  Expiration of Options.................................   11
              9.2.5  Death of Director.....................................   11
              9.2.6  Not Incentive Stock Options...........................   11
              9.2.7  Other Terms...........................................   11

      9.3     Substitute Options...........................................   11
      9.4     Elections by Non-employee Directors..........................   12

SECTION 10      MISCELLANEOUS..............................................   12

      10.1    No Effect on Employment or Service...........................   12
      10.2    Participation................................................   12
      10.3    Indemnification..............................................   12
      10.4    Successors...................................................   12
      10.5    Beneficiary Designations.....................................   12
      10.6    Nontransferability of Awards.................................   12
      10.7    No Rights as Stockholder.....................................   12
      10.8    Withholding Requirements.....................................   13
      10.9    Withholding Arrangements.....................................   13
      10.10   Deferrals....................................................   13

SECTION 11      AMENDMENT, TERMINATION AND DURATION........................   13

      11.1    Amendment, Suspension or Termination.........................   13
      11.2    Duration of the Plan.........................................   13

SECTION 12      LEGAL CONSTRUCTION.........................................   13

      12.1    Gender and Number............................................   13
      12.2    Severability.................................................   14
      12.3    Requirements of Law..........................................   14
      12.4    Governing Law................................................   14
      12.5    Captions.....................................................   14

VARIAN MEDICAL SYSTEMS, INC.
OMNIBUS STOCK PLAN

SECTION 1 BACKGROUND, PURPOSE AND DURATION

SECTION 2

DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

SECTION 3

ADMINISTRATION

SECTION 4

SHARES SUBJECT TO THE PLAN

SECTION 5

STOCK OPTIONS

(a) The expiration of ten (10) years from the Grant Date; or

(b) The expiration of three (3) months from the date of the Participant's Termination of Service for a reason other than the Participant's death, Disability or Retirement; or

(c) The expiration of one (1) year from the date of the Participant's Termination of Service by reason of Disability; or

(d) The expiration of three (3) years from the date of the Participant's Retirement (subject to Section 5.8.2 regarding Incentive Stock Options); or

(e) The date of the Participant's Termination of Service by the Company for cause (as determined by the Company); or

(f) The date for termination of the Option determined by the Committee in its sole discretion and set forth in the written Award Agreement.

Participant dies while an Employee, the exercisability of his or her Options shall be fully accelerated to the date of Termination of Service.

Upon the exercise of any Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee, in its sole discretion, also may permit exercise (a) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or (b) by any other means which the Committee, in its sole discretion, determines to both provide legal consideration for the Shares, and to be consistent with the purposes of the Plan.

As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver to the Participant (or the Participant's designated broker), Share certificates (which may be in book entry form) representing such Shares.

SECTION 6 STOCK APPRECIATION RIGHTS

(a) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(b) The number of Shares with respect to which the SAR is exercised.

SECTION 7 RESTRICTED STOCK

"The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Varian, Inc. Omnibus Stock Plan, and in a Restricted Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of Varian, Inc."

SECTION 8 PERFORMANCE UNITS AND PERFORMANCE SHARES

on the Grant Date. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.

SECTION 9 NON-EMPLOYEE DIRECTORS

Date of the Plan or the date such individual becomes Chairman. Thereafter, for so long as such individual serves as Chairman, he or she annually will be granted an Option for an additional 5,000 Shares (each a "Subsequent Chairman's Grant"). Each such Subsequent Chairman's Grant shall be made on the first business day after each Annual Meeting of Stockholders occurring after the date of the Initial Chairman's Grant or previous Subsequent Chairman's Grant, but only if the individual has continuously served as Chairman through the Grant Date. Any Initial Chairman's Grant or Subsequent Chairman's Grant shall be in lieu of any Initial Grant or Subsequent Grant the Chairman otherwise would be entitled to under Section 9.1.1.

(a) The expiration of ten (10) years from the Grant Date; or

(b) The expiration of three (3) months from the date of the Non-employee Director's Termination of Service for a reason other than death, Disability, resignation or Retirement; or

(c) The expiration of three (3) years from the date of the Non-employee Director's Termination of Service by reason of completion of the Participant's term as a Director, Disability or Retirement; or

(d) The expiration of one (1) month from the date of the Non-employee Director's Termination of Service by reason of resignation.

SECTION 10 MISCELLANEOUS

distribution, or to the limited extent provided in Section 10.5. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant.

SECTION 11 AMENDMENT, TERMINATION AND DURATION

SECTION 12 LEGAL CONSTRUCTION

EXECUTION

IN WITNESS WHEREOF, Varian Medical Systems, Inc., by its duly authorized officer, has executed the Plan on the date indicated below.

VARIAN MEDICAL SYSTEMS, INC.

Dated: April 2, 1999                By  /s/ Joseph B. Phair
                                        ---------------------------
                                        Name: Joseph B. Phair
                                        Title: Secretary

EXHIBIT 10.2

VARIAN MEDICAL SYSTEMS, INC.

MANAGEMENT INCENTIVE PLAN

                               TABLE OF CONTENTS

                                                                        Page

SECTION 1       BACKGROUND, PURPOSE AND DURATION....................... 1

      1.1    Effective Date............................................ 1
      1.2    Purpose of the Plan....................................... 1

SECTION 2       DEFINITIONS............................................ 1

      2.1    "Actual Award"............................................ 1
      2.2    "Affiliate"............................................... 1
      2.3    "Base Salary"............................................. 1
      2.4    "Board"................................................... 1
      2.5    "Code".................................................... 1
      2.6    "Committee"............................................... 1
      2.7    Company".................................................. 1
      2.8    "Disability".............................................. 1
      2.9    "EBIT".................................................... 1
      2.10   "EBITDA".................................................. 2
      2.11   "Earnings Per Share"...................................... 2
      2.12   "Employee"................................................ 2
      2.13   "Fiscal Year"............................................. 2
      2.14   "Maximum Award"........................................... 2
      2.15   "Net Income".............................................. 2
      2.16   "Operating Cash Flow"..................................... 2
      2.17   "Participant"............................................. 2
      2.18   "Payout Formula".......................................... 2
      2.19   "Performance Goals"....................................... 2
      2.20   "Performance Period"...................................... 2
      2.21   "Plan".................................................... 2
      2.22   "Retirement".............................................. 2
      2.23   "Return on Assets"........................................ 3
      2.24   "Return on Equity"........................................ 3
      2.25   "Return on Sales"......................................... 3
      2.26   "Revenue"................................................. 3
      2.27   "Shareholder Return"...................................... 3
      2.28   "Shares".................................................. 3
      2.29   "Target Award"............................................ 3
      2.30   "VAI"..................................................... 3

SECTION 3       SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS.. 3

      3.1    Selection of Participants................................. 3
      3.2    Determination of Performance Goals........................ 3
      3.3    Determination of Target Awards............................ 3
      3.4    Determination of Payout Formula or Formulae............... 3
      3.5    Determination of Actual Awards............................ 3

SECTION 4       PAYMENT OF AWARDS...................................... 4

      4.1    Right to Receive Payment.................................. 4
      4.2    Timing of Payment......................................... 4
      4.3    Form of Payment........................................... 4
      4.4    Payment in the Event of Death............................. 4

SECTION 5       ADMINISTRATION......................................... 4

      5.1    Committee is the Administrator............................ 4
      5.2    Committee Authority....................................... 4
      5.3    Decisions Binding......................................... 4
      5.4    Delegation by the Committee............................... 5

                                      -i-

SECTION 6       GENERAL PROVISIONS....................................  5

      6.1    Tax Withholding..........................................  5
      6.2    No Effect on Employment or Service.......................  5
      6.3    Participation............................................  5
      6.4    Indemnification..........................................  5
      6.5    Successors...............................................  5
      6.6    Beneficiary Designations.................................  5
      6.7    Nontransferability of Awards.............................  5
      6.8    Deferrals................................................  6

SECTION 7       AMENDMENT, TERMINATION AND DURATION...................  6

      7.1    Amendment, Suspension or Termination.....................  6
      7.2    Duration of the Plan.....................................  6

SECTION 8       LEGAL CONSTRUCTION....................................  6

      8.1    Gender and Number........................................  6
      8.2    Severability.............................................  6
      8.3    Requirements of Law......................................  6
      8.4    Governing Law............................................  6
      8.5    Captions.................................................  6

VARIAN MEDICAL SYSTEMS, INC.
MANAGEMENT INCENTIVE PLAN

SECTION 1 BACKGROUND, PURPOSE AND DURATION

SECTION 2 DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.7 Company" means Varian Medical Systems, Inc., a Delaware corporation, or any successor thereto.

SECTION 3 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

applying the Payout Formula to the level of actual performance which has been certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may (a) eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula, and (b) determine what Actual Award, if any, will be paid in the event of a termination of employment prior to the end of the Performance Period. The total aggregate Actual Awards under the Plan with respect to any Performance Period shall not exceed eight percent (8%) of the Company's EBIT (but before incentive compensation) for the most recent completed Fiscal Year. If the total aggregate Actual Awards with respect to a Performance Period would exceed this aggregate limit, all such Actual Awards shall be pro- rated on an equal basis among all Participants according to a formula established by the Committee.

SECTION 4 PAYMENT OF AWARDS

SECTION 5 ADMINISTRATION

SECTION 6 GENERAL PROVISIONS

SECTION 7 AMENDMENT, TERMINATION AND DURATION

SECTION 8 LEGAL CONSTRUCTION

EXECUTION

IN WITNESS WHEREOF, Varian Medical Systems, Inc., by its duly authorized officer, has executed the Plan on the date indicated below.

VARIAN MEDICAL SYSTEMS, INC.

Dated: April 2, 1999             By: /s/ Joseph B. Phair
                                    ------------------------------
                                    Name: Joseph B. Phair
                                    Title: Secretary

Exhibit 10.3

This Agreement made and entered into this ____ day of ______, 1999, by and between Varian Medical Systems, Inc., a Delaware corporation (the "Company"), and ___________________ ("Indemnitee"):

WHEREAS, there is a general awareness that competent and experienced persons are becoming more reluctant to serve as directors or officers of a publicly-held corporation unless they are provided with adequate protection against claims and actions against them for their activities on behalf of the corporation, generally through insurance and indemnification; and

WHEREAS, the uncertainties in the interpretations of the statutes and regulations, laws and public policies, relating to indemnification of corporate directors and officers are such as to make adequate, reliable assessment of the risks to which directors and officers of publicly-held corporations may be exposed difficult, particularly in light of the proliferation of lawsuits against directors and officers; and

WHEREAS, the Board of Directors of the Company, based upon its business experience, has concluded that the continuation of present trends in litigation against corporate directors and officers will inevitably make it more difficult for the Company to retain directors and officers of the highest competence committed to the active and effective direction and supervision of the business and affairs of the Company and its subsidiaries and affiliates and the operation of their facilities, and the Board deems such consequences to be so detrimental to the best interests of the Company's stockholders that it has concluded that the Company should act to assure its directors and officers of maximum protection against inordinate risks attendant on their positions in order to ensure that the most capable persons otherwise available will be attracted to such positions and, therefore, said directors have further concluded that it is not only reasonable and prudent but necessary for the Company to contractually obligate itself to indemnify to the fullest extent permitted by applicable law its directors and officers and the directors and officers of its affiliates and to assume to the maximum extent permitted by law liability for expenses and liabilities which might be incurred by its directors and officers in connection with claims lodged against them for their decisions and actions as directors or officers; and

WHEREAS, Section 145 of the General Corporation Law of the State of Delaware, under which law the Company is organized, empowers corporations to indemnify persons serving as a director, officer, employee or agent of the corporation or a person who serves at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, and further specifies that the indemnification provided by said section "shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise", and further empowers a corporation to "purchase and maintain insurance" (on behalf of such persons) "against any liability asserted against him or

incurred by him in any such capacity, or arising out of Indemnitee's status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of (said laws); and

WHEREAS, the Company has investigated the type of insurance available, to insure the directors and officers of the Company and of its affiliates against expenses (including attorneys' fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding to which they are or are threatened to be made a party by reason of their status and/or decisions or actions in such positions, has studied the nature and extent of the coverage provided by such insurance and the cost thereof to the Company, and has purchased such insurance to the extent reasonably available; however, upon receiving such information, and notwithstanding the purchase of such insurance when reasonably available, which insurance is subject to certain significant exclusions and may cease to be available (even with such exclusions), the directors of the Company have concluded that it would be in the best interests of the stockholders for the Company to contract to indemnify such persons as hereinafter provided; and

WHEREAS, the Company desires to have Indemnitee serve or continue to serve as a director or officer of the Company and/or a director, officer, partner, trustee, agent or fiduciary of such other corporations, partnerships, joint ventures, employee benefit plans, trusts or other enterprises (herein collectively called "Affiliate of the Company") of which Indemnitee has been or is serving, or will serve at the request of or for the convenience of or to represent the interests of the Company, free from undue concern for unpredictable, inappropriate or unreasonable claims for damages by reason of Indemnitee's being a director or officer of the Company or a director, officer, employee, trustee, partner, agent or fiduciary of an Affiliate of the Company, or by reason of Indemnitee's decisions or actions on their behalf; and

WHEREAS, Indemnitee is willing to serve, or to continue to serve, or to take on additional service for, the Company and/or the Affiliates in such aforesaid capacities on the condition that Indemnitee be indemnified as provided for herein;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

laws may from time to time, be amended:

(a) If Indemnitee is a person who was or is made 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 in nature, other than an action by or in the right of the Company, by reason of the fact that Indemnitee is or was a director, officer, employee, trustee, partner, agent, or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, trustee, partner, agent or fiduciary of an Affiliate of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, against expenses (including attorneys' fees), costs, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful, or

(b) If Indemnitee is a person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action or suit brought in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee, trustee, partner, agent or fiduciary of the Company or an Affiliate of the Company or by reason of anything done or not done by Indemnitee in any such capacity, against expenses (including attorneys' fees) and costs actually and reasonably incurred by Indemnitee in connection with such action or suit (including, but not limited to, the investigation, defense, settlement or appeal thereof) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or misconduct in the performance of Indemnitee's duty to the Company unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses and costs as such court shall deem proper.

(c) Notwithstanding any other provisions of this Agreement, to the extent Indemnitee (i) has prepared to serve or has served as a witness or (ii) has been successful on the merits or otherwise in defense of any action, suit, investigation or proceeding referred to in subsections (a) or (b) of this section, or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against expenses (including attorneys' fees) and costs actually and reasonably incurred by Indemnitee in connection therewith (including, but not limited to, the preparation, service, investigation, defense or appeal of such action, suit, investigation or proceeding).

(d) Notwithstanding anything to the contrary in the foregoing provisions of this Section 2, Indemnitee shall not be entitled, as a matter of right, to indemnification pursuant to this Section 2 (i) against costs and expenses incurred in connection with any action, suit or proceeding commenced by Indemnitee against the Company or any person who is or was a director or officer

of the Company or any of its affiliates, as defined in Rule 405 under the Securities Act of 1933 ("Securities Act Affiliate") or any Affiliate of the Company, but such indemnification may be provided by the Company in a specific case as contemplated by Section 6 hereof; or (ii) in the event that Indemnitee has served as a witness in cooperation with any party or entity which has threatened or brought any action, suit or proceeding, whether civil, criminal, administrative, or investigative, against the Company, any Securities Act Affiliate, any Affiliate of the Company, or any director, officer, employee, trustee, partner, agent or fiduciary of any thereof, but such indemnification may be provided by the Company in a specific case as contemplated by Section 6 hereof.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 2 hereof, the determination as to whether or not Indemnitee shall be entitled to indemnification by reason of satisfying the applicable standard of conduct as set forth in Section 2 shall be made (i) by the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined) or, (ii) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (iii) by the stockholders. A determination as to the entitlement of Indemnitee to indemnification pursuant to Section 2 hereof shall be made as aforesaid not later than 60 days after the Company shall have received a written request for indemnification. Indemnitee shall cooperate with the Company in making its determination as aforesaid of Indemnitee's entitlement to indemnification, including providing to the Company upon reasonable advance request any documentation or information reasonably available to Indemnitee and material to such determination. Any costs (including attorneys' fees) or expenses incurred by Indemnitee in so cooperating with the Company shall be borne by the Company and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination as to Indemnitee's satisfaction of the applicable standard of conduct set forth in Section 2.

(b) The termination of any action, suit, investigation or proceeding described in Section 2 hereof by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption for the purposes of this Agreement that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful.

(c) In making a determination pursuant to Section 4(a) hereof as to whether or not Indemnitee satisfied the applicable standard of conduct set forth in Section 2 hereof, the person or persons making such determination shall presume that Indemnitee met the applicable standard of conduct set forth in
Section 2(a), 2(b), or 2(c), as the case may be, absent evidence to the contrary and the absence or unavailability of evidence on the matter to be decided Indemnitee shall be entitled to the benefit of such presumption. The Company shall have the burden of proof in the making of any determination contrary to such presumption.

(d) For purposes of this Agreement:

(i) "Disinterested Director" with respect to any request by Indemnitee for indemnification hereunder shall mean a director of the Company who is or was not a party to or a subject of the action, suit, investigation or proceeding in respect of which indemnification is being sought by Indemnitee.

(ii) "Independent Counsel" shall mean a law firm or a member of a law firm that neither is nor in the past five years has been retained to represent in any material matter the Company or any Securities Act Affiliate or Indemnitee or any other party to the action, suit, investigation or proceeding giving rise to a claim for indemnification hereunder and which, under applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement and that is reasonably acceptable to the Company and Indemnitee. For purposes hereof, counsel shall not be deemed to regularly represent any government or governmental entity which may have commenced any action, suit, investigation or proceeding or be asserting any claim against Indemnitee solely by reason of having regularly represented any department, commission, authority, subdivision or public benefit corporation of or created by such government or governmental entity which is a party to such action, suit, investigation or proceeding or before which it is being prosecuted or which is making any such claim. In the event that the parties are unable to agree on the selection of Independent Counsel, such counsel shall be selected by lot from among the Wilmington, Delaware law firms having more than ten attorneys and having a rating of "av" or better in the then current Martindale-Hubbell Law directory. Such selection shall be made in the presence of Indemnitee (or Indemnitee's representative), and the parties shall contact, in the order of their selection by lot, such law firms, requesting each such firm to accept engagement to make the determination required hereunder until one of such firms accepts such engagement. The fees and expenses of counsel in connection with making any determination contemplated hereunder shall be paid by the Company and, if requested by such counsel, the Company shall give such counsel an appropriate written agreement with respect to the payment of their fees and expenses and such other matters as may be reasonably requested by counsel.

(e) In the event that a determination shall be made pursuant to (i)
Section 4(a) hereof that Indemnitee shall not be entitled to indemnification hereunder in respect of any claim made by Indemnitee therefor by reason of Indemnitee's failing to satisfy the applicable standard set forth in Section 2 hereof, or (ii) Section 5 hereof not to pay Indemnitee's expenses and costs, or in the event such determination is not made, Indemnitee shall be entitled, at Indemnitee's option, to a final judicial determination or determination in arbitration of Indemnitee's entitlement to indemnification

hereunder in respect of such claim (including application of the standards set forth in Section 4(b) and (c) hereof to the making of such determination) or Indemnitee's entitlement to such an advancement of expenses and costs pursuant to Section 5 hereof. In the event Indemnitee seeks a judicial determination, Indemnitee may initially seek such determination by commencing an appropriate action in an appropriate court of the State of Delaware or any other court of competent jurisdiction. In the event Indemnitee seeks a determination in arbitration, such arbitration shall be conducted pursuant to the rules of the American Arbitration Association and any such determination shall be made within 60 days of following the filing of the demand for arbitration. The Company shall not raise as a defense in any such judicial determination or determination in arbitration of the entitlement of Indemnitee to indemnification hereunder any prior determination made pursuant to this Agreement of Indemnitee's right to indemnification under this Agreement or advancement of expenses and costs on such claim or any other claim, and for all purposes of this Agreement any such judicial determination or determination in arbitration shall be made de novo and without prejudice by reason of any such prior determination. The Company further agrees to stipulate to any court or arbitrator in which such action or arbitration shall have been commenced or appealed that the Company agrees to be bound, for the purposes of such judicial determination or determination in arbitration, by the presumption and burden of proof provisions set forth in
Section 4(c) hereof. If the court or arbitrator shall determine that Indemnitee is entitled to indemnification or advancements hereunder as to any expenses (including attorneys' fees) costs, judgments, penalties, fines and amounts paid in settlement in respect of any claim, issue or matter involved in the action, suit, investigation or proceeding in respect of which indemnification is sought hereunder, the Company shall pay all expenses (including attorneys' fees) and costs actually incurred by Indemnitee in connection with such judicial determination or determination in arbitration (including, but not limited to, any appellate proceedings).

(f) If, and to the extent it is finally determined hereunder that Indemnitee is not entitled to indemnification, or is entitled only to partial indemnification, Indemnitee agrees to reimburse the Company for all expenses and costs advanced or prepaid hereunder, or the proper proportion thereof, as the case may be, within 180 days after receipt of an itemized written statement therefor from the Company, other than the expenses of (i) obtaining the judicial determination referred to in Sections 4(e) and 5 hereof, (ii) cooperating with the Company in making its determination, as set forth in Section 4(a) hereof, or
(iii) obtaining the opinion of Independent Counsel pursuant to Section 4(a) hereof.

Indemnitee is not entitled to be indemnified against such expenses and costs by the Company as provided by this Agreement, the Company's Certificate of Incorporation or By-Laws, applicable law or otherwise. Except when such advances relate to service as a witness only, the Board of Directors shall make a determination in the specific case regarding Indemnitee's entitlement to such advancements of expenses and costs within 14 days after receipt of the aforesaid statement and undertaking. In the event the Board of Directors determines not to so pay Indemnitee's expenses and costs, Indemnitee shall be entitled, at Indemnitee's option, to a judicial determination or determination in arbitration Indemnitee's right to such advancement of expenses and costs as set forth in
Section 4(e) hereof.

(a) In the event that the Company or a Securities Act Affiliate of the Company shall be a constituent corporation in a consolidation or a merger, whether or not the Company or such Securities Act Affiliate of the Company, as the case may be, is the resulting or surviving corporation, Indemnitee shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to the Company if its separate existence had continued or with respect to the Securities Act Affiliate of the Company if such affiliation had continued.

(b) In addition to any other provision of this Agreement, the Company hereby covenants and agrees that it will not consummate any consolidation, merger or other business combination nor will it transfer 50% or more of its assets (in one or a series of related transactions) unless the ultimate parent of the other party to such transaction, whether or not in the event of a business combination the Company is the surviving entity, shall have executed an agreement stating that such party (i) shall use its best efforts to maintain any director and officer insurance policy in an amount and with coverage no less favorable than that which exists as of the date hereof, or the closest practicable equivalent thereto, (ii) shall indemnify Indemnitee, except in the circumstances set forth in Section 2(d)(i) and (ii) of this Agreement against any expenses (including attorneys' fees), costs, judgments, penalties, fines and amounts paid in settlement actually and reasonably

incurred by Indemnitee in connection with any suit or proceeding, whether civil, criminal, administrative or investigative in nature, to which Indemnitee was or is made a party or witness or is threatened to be made a party or witness, by reason of the fact that Indemnitee is or was a director, officer, employee, trustee, partner, agent or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, trustee, partner, agent or fiduciary of an Affiliate of the Company, or by reason of anything done or not done by Indemnitee in such capacity, and (iii) shall pay, except in the circumstances set forth in Section 2(d)(i) and (ii) (in advance of the final disposition of the action, suit or proceeding) all reasonable expenses (including attorneys' fees) and costs incurred by Indemnitee in preparing to serve or serving as a witness or in investigating, defending or appealing any threatened, pending or completed civil or criminal action, suit or proceeding, administrative or investigative, in each case within 20 days of the submission by Indemnitee of a statement requesting the payment of such expenses and costs and reasonably evidencing the expenses and costs incurred by Indemnitee in connection therewith, and (iv) shall maintain irrevocable standby letters of credit in the aggregate amount of $5 million for all directors and officers.

(a) This Agreement shall continue until and terminate upon the later of: (i) ten years after Indemnitee has ceased to occupy any of the positions or have any of the relationships referred to in Section 2 of this Agreement or (ii) the termination of all pending or threatened actions, suits, proceedings or investigations.

(b) This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee's spouse, heirs, devisees, executors and administrators.

(a) If to Indemnitee, at the address indicated on the signature page hereof.

(b) If to the Company to:

Varian Medical Systems, Inc. 3100 Hansen Way
Palo Alto, CA 94304
Attn: General Counsel

or to such other address as either may subsequently furnish to the other in writing.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

VARIAN MEDICAL SYSTEMS, INC.       INDEMNITEE



-------------------------          -----------------------------
[Name]                             [Name]
[Title]                            [Address]

ATTEST:

Name:____________________

Exhibit 10.4

FORM OF CHANGE IN CONTROL AGREEMENT
FOR SENIOR EXECUTIVES
OTHER THAN THE CHIEF EXECUTIVE OFFICER
AND THE CHIEF FINANCIAL OFFICER

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into effective as of April 2, 1999, by and between VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the "Company")/1/, and _____________, an employee of the Company ("Employee").

The Company's Board of Directors (the "Board") has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible "Change in Control" of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employee's duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employee's own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.

In view of the foregoing, the Company and Employee agree as follows:

(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner.

(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.

(c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.

(d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employee's employment within the applicable period set forth in Section 4 unless such termination is due to Employee's death, Retirement or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).

(b) If following a Change in Control, Employee's employment is terminated by reason of Employee's death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.

(c) If Employee's employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employee's Base Salary through the date of termination at the rate in effect at the time notice of

termination is given, and the Company shall have no further obligations to Employee under this Agreement.

(d) For purposes of this Agreement:

"Base Salary" shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.

A "Change in Control" shall be deemed to have occurred if:

(i) Any individual or group constituting a "person", as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act (other than (A) the Company or any of its subsidiaries or (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any of its subsidiaries), is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily (and apart from rights accruing under special circumstances) to vote for the election of directors; or

(ii) Continuing Directors cease to constitute at least a majority of the Board; or

(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a "Transaction"), in each case with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of the Company or other corporation resulting from such Transaction; or

(iv) all or substantially all of the assets of the Company are sold, liquidated or distributed;

provided, however, that a "Change in Control shall not be deemed to have occurred under this Agreement if, prior to the occurrence of a specified event that would otherwise constitute a Change in Control hereunder, the disinterested Continuing Directors then in office, by a majority vote thereof, determine that the occurrence of such specified event shall not be deemed to be a Change in Control with respect to Employee hereunder if the Change in Control results from actions or events in which Employee is a participant in a capacity other than solely as an officer, employee or director of the Company.

"Change in Control Date" shall mean the date on which a Change in Control occurs.

"Cause" shall mean:

(i) The continued willful failure of Employee to perform Employee's duties to the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Employee by the Board or a committee thereof; or

(ii) The willful commission by Employee of a wrongful act that caused or was reasonably likely to cause substantial damage to the Company, or an act of fraud in the performance of Employee's duties on behalf of the Company; or

(iii) The conviction of Employee for commission of a felony in connection with the performance of Employee's duties on behalf of the Company; or

(iv) The order of a federal or state regulatory authority having jurisdiction over the Company or its operations or by a court of competent jurisdiction requiring the termination of Employee's employment by the Company.

"Continuing Directors: shall mean the directors of the Company in office on the date hereof and any successor to any such director who was nominated or selected by a majority of the Continuing Directors in office at the time of the director's nomination or selection and who is not an "affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act) of any person who is the beneficial owner, directly or indirectly, of securities representing ten percent (10%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily to vote for the election of directors.

"Disability" shall mean Employee's incapacity due to physical or mental illness such that Employee shall have become qualified to receive benefits under the Company's long-term disability plan as in effect on the date of the Change in Control.

"Dispute" shall mean, in the case of termination of Employee's employment for Disability or Cause, that Employee challenges the existence of Disability or Cause, and in the case of termination of Employee's employment for Good Reason, that the Company challenges the existence of Good Reason for termination of Employee's employment.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Good Reason" shall mean:

(i) The assignment of Employee to duties which are materially different from Employee's duties immediately prior to the Change in Control and which result in a material reduction in Employee's authority and responsibility when compared to the highest level of authority and responsibility assigned to Employee at any time during the six (6) month period prior to the Change in Control Date; or

(ii) A reduction of Employee's total compensation as the same may have been increased from time to time after the Change in Control Date other than (A) a reduction implemented with the consent of Employee or (B) a reduction that is generally comparable (proportionately) to compensation reductions imposed on senior executives of the Company generally; or

(iii) The failure to provide to Employee the benefits and perquisites, including participation on a comparable basis in the Company's stock option, incentive, and other similar plans in which employees of the Company of comparable title and salary grade participate, as were provided to Employee immediately prior to a Change in Control, or with a package of benefits and perquisites that are substantially comparable in all material respects to such benefits and perquisites provided prior to the Change in Control; or

(iv) The relocation of the office of the Company where Employee is employed immediately prior to the Change in Control Date (the "CIC Location") to a location which is more than 50 miles away from the CIC Location or the Company's requiring Employee to be based more than 50 miles away from the CIC Location (except for required travel on the Company's business to an extent substantially consistent with Employee's customary business travel obligations in the ordinary course of business prior to the Change in Control Date);

(v) The failure of the Company to obtain promptly upon any Change in Control the express written assumption of an agreement to perform this Agreement by any successor as contemplated in Section 6(e); or

(vi) The attempted termination of Employee's employment for Cause on grounds insufficient to constitute a basis of termination for Cause under this Agreement; or

(vii) The failure of the Company to promptly make any payment into escrow when so required by Section 3(f).

"Potential Change in Control" shall mean the earliest to occur of (a) the execution of an agreement or letter of intent, the consummation of the transactions described in which would result in a Change in Control, (b) the approval by the Board of a transaction or series of transactions, the consummation of which would result in a Change in Control, or (c) the public announcement of a tender offer for the Company's voting stock, the completion of which would result in a Change in Control; provided, that no such event shall be a "Potential Change in

Control" unless (i) in the case of any agreement or letter of intent described in clause (a), the transaction described therein is subsequently consummated by the Company and the other party or parties to such agreement or letter of intent and thereupon constitutes a "Change in Control", (ii) in the case of any Board- approved transaction described in clause (b), the transaction so approved is subsequently consummated and thereupon constitutes a "Change in Control" or
(iii) in the case of any tender offer described in clause (c), such tender offer is subsequently completed and such completion thereupon constitutes a "Change in Control".

"Potential Change in Control Date" shall mean the date on which a Potential Change in Control occurs.

"Retirement" shall mean Employee's actual retirement after reaching the normal or early retirement date provided for in the Company's Retirement and Profit-Sharing Program as in effect on the date of Employee's termination of employment.

(e) Any termination of employment by the Company or by Employee shall be communicated by written notice, specify the date of termination, state the specific basis for termination and set forth in reasonable detail the facts and circumstances of the termination in order to provide a basis for determining the entitlement to any payments under this Agreement.

(f) If within thirty (30) days after notice of termination is given, the party to whom the notice was given notifies the other party that a Dispute exists, the parties will promptly pursue resolution of such Dispute with reasonable diligence; provided, however, that pending resolution of any such Dispute, the Company shall pay 75% of any amounts which would otherwise be due Employee pursuant to Section 4 if such Dispute did not exist into escrow pending resolution of such Dispute and pay 25% of such amounts to Employee. Employee agrees to return to the Company any such amounts to which it is ultimately determined that he is not entitled.

(a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits:

(i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of: (A) Employee's Base Salary; (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan; and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP.

(ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs.

(iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter.

(iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period.

(v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder.

(vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding.

(b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

(a) Notwithstanding anything herein to the contrary, if it is determined that any Payment would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as an

"Excise Tax"), then Employee shall be entitled to an additional payment (a "Gross-Up Payment") in an amount that will place Employee in the same after-tax economic position that Employee would have enjoyed if the Excise Tax had not applied to the Payment. The amount of the Gross-Up Payment shall be determined by a nationally-recognized independent public accounting firm designated by agreement between Employee and the Company (the "Accounting Firm"). No Gross-Up Payments shall be payable hereunder if the Accounting Firm determines that the Payments are not subject to an Excise Tax.

"Payment" means (i) any amount due or paid to Employee under this Agreement, (ii) any amount that is due or paid to Employee under any plan, program or arrangement of the Company and its subsidiaries and (iii) any amount or benefit that is due or payable to Employee under this Agreement or under any plan, program or arrangement of the Company and its subsidiaries not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under Section 280G of the Code in determining the amount the "parachute payments" received by Employee, including, without limitation, any amounts which must be taken into account under Section 280G of the Code as a result of (A) the acceleration of the vesting of any option, restricted stock or other equity award, (B) the acceleration of the time at which any payment or benefit is receivable by Employee or (C) any contingent severance or other amounts that are payable to Employee.

(b) Subject to the provisions of Section 5(c), all determinations required under this Section 5, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to Employee and the Company within fifteen days of the date reasonably requested by Employee or the Company on which a determination under this Section 5 is necessary or advisable. The Company shall pay to Employee the initial Gross-Up Payment within 5 days of the receipt by Employee and the Company of the determination of the Accounting Firm. If the Accounting Firm determines that no Excise Tax is payable by Employee, the Company shall cause its accountants to provide Employee with an opinion that the Accounting Firm has substantial authority under the Code not to report an Excise Tax on Employee's federal income tax return. Any determination by the Accounting Firm shall be binding upon Employee and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Employee with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 5(c) below, shall promptly pay to Employee an additional Gross-Up Payment in respect of the Underpayment.

(c) Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after Employee knows of such claim and shall apprise the Company of the nature of the claim and the date on which the claim is requested to be paid. Employee agrees not to pay the claim until the expiration of the thirty (30) day period following the date on which Employee notifies the Company, or such shorter period ending on the date the Taxes with respect to such claim are due (the "Notice Period"). If the Company notifies Employee in writing prior to the expiration of the Notice Period that it desires

to contest the claim, Employee shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to Employee; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. Employee shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, Employee agrees either to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; provided, however, that, if the Company directs Employee to pay such claim and pursue a refund, the Company shall advance the amount of such payment to Employee on an after-tax and interest-free basis (an "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Employee shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify Employee in writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall pay to Employee an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Employee agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

(d) If, after receipt by Employee of an Advance, Employee becomes entitled to a refund with respect to the claim to which such Advance relates, Employee shall pay the Company the amount of the refund (together with any interest paid or credited thereon after Taxes applicable thereto). If, after receipt by Employee of an Advance, a determination is made that Employee shall not be entitled to any refund with respect to the claim and the Company does not promptly notify Employee of its intent to contest the denial of refund, then the amount of the Advance shall not be required to be repaid by Employee and the amount thereof shall offset the amount of the additional Gross-Up Payment then owing to Employee.

(e) The Company shall indemnify Employee and hold Employee harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by Employee with respect to the exercise by the Company of any of its rights under this Section 5, including, without limitation, any Losses related to the Company's decision to contest a claim or any imputed income to Employee resulting from any Advance or action taken on Employee's behalf by the Company hereunder. The Company shall pay all legal fees and expenses incurred under this Section 5, and shall promptly reimburse Employee for the reasonable expenses incurred by Employee in connection with any actions taken by the Company or required to be taken by Employee hereunder. The Company shall also pay all of the fees and expenses of the Accounting Firm, including, without limitation, the fees and expenses related to the opinion referred to in Section 5(b).

(a) Employee shall retain in confidence under the conditions of the Company's confidentiality agreement with Employee any proprietary or other confidential information known to Employee concerning the Company and its business so long as such information is not publicly disclosed and disclosure is not required by an order of any governmental body or court. If required, Employee shall return to the Company any memoranda, documents or other materials proprietary to the Company.

(b) While employed by the Company and following the termination of such employment (other than a termination of employment by Employee for Good Reason or by the Company other than for Cause) for a period of two (2) years, Employee shall not, whether for Employee's own account or for the account of any other individual, partnership, firm, corporation or other business organization, intentionally solicit, endeavor to entice away from the Company or a subsidiary of the Company (each, a "Protected Party"), or otherwise interfere with the relationship of a Protected Party with, any person who is employed by a Protected Party or any person or entity who is, or was within the then most recent twelve (12) month period, a customer or client of a Protected Party.

Employee acknowledges that a breach of any of the covenants contained in this Section 6(b) may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it may not be possible to measure damages for such injuries precisely and that, in the event of such a breach, any payments remaining under the terms of this Agreement shall cease and the Company may be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Employee from engaging in activities prohibited by this Section 6(b) or such other relief as may be required to specifically enforce any of the covenants in this Section 6(b). Employee agrees to and hereby does submit to in personam jurisdiction before each and every such court in the State of California, County of Santa Clara, for that purpose. This
Section 6(b) shall survive any termination of this Agreement.

(c) If litigation is brought by Employee to enforce or interpret any provision contained in this Agreement, the Company shall indemnify Employee for Employee's reasonable attorney's fees and disbursements incurred in such litigation and pay prejudgment interest on any money judgment obtained by Employee calculated at the prime rate of interest in effect from time to time at the Bank of America, San Francisco, from the date that payment should have been made under the Agreement, provided that Employee shall not have been found by the court in which such litigation is pending to have had no cause in bringing the action, or to have acted in bad faith, which finding must be final with the time to appeal therefrom having expired and no appeal having been taken.

(d) Except as provided in Section 4, the Company's obligation to pay to Employee the compensation and to make the arrangements provided in this Agreement shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against Employee or anyone else. All amounts payable by the Company hereunder shall be paid without

notice or demand. Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment.

(e) The Company shall require any successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business and/or assets of the Company, by written agreement to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(f) This Agreement shall inure to the benefit of and be enforceable by Employee's heirs, successors and assigns. If Employee should die while any amounts would still be payable to Employee hereunder if Employee had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Employee's heirs, successors and assigns.

(g) For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:                         If to the Company:

                                        Varian Medical Systems, Inc.
                                        3100 Hansen Way
                                        Palo Alto, CA  94304-1000
                                        Attn: Vice President, Human Resources

or to such other address as either party furnishes to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(h) This Agreement shall constitute the entire agreement between Employee and the Company concerning the subject matter of this Agreement.

(i) The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without giving effect to the provisions, principles or policies thereof relating to choice or conflict of laws. The invalidity or unenforceability of any provision of this Agreement in any circumstance shall not affect the validity or enforceability of such provision in any other circumstance or the validity or enforceability of any other provision of this Agreement, and, except to the extent such provision is invalid or unenforceable, this Agreement shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof in such jurisdiction, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Section 6(i) shall survive any termination of this

Agreement.

(j) This Agreement may be terminated by the Company pursuant to a resolution adopted by the Board at any time prior to a Potential Change in Control Date. After a Change in Control Date or a Potential Change in Control Date, this Agreement may only be terminated with the consent of Employee.

(k) No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof including, without limitation, the Change in Control Agreement between Employee and the Company.

(l) In the event that the Company becomes party to a transaction that is intended to qualify for "pooling of interests" accounting treatment and, but for one or more of the provisions of this Agreement would so qualify, then this Agreement shall be interpreted so as to preserve such accounting treatment, and to the extent that any provision of this Agreement would disqualify the transaction from pooling of interests accounting treatment, then such provision shall be null and void. All determinations to be made in connection with the preceding sentence shall be made by the independent accounting firm whose opinion with respect to "pooling of interests" treatment is required as a condition to the Company's consummation of such transaction.

IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of April 2, 1999.

VARIAN MEDICAL SYSTEMS, INC.                            EMPLOYEE

______________________________________                  ______________________
By:  Richard M. Levy
Title:  President and Chief Executive Officer

Exhibit 10.5

CHANGE IN CONTROL AGREEMENT
FOR CHIEF EXECUTIVE OFFICER

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into effective as of April 2, 1999, by and between VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the "Company")/1/, and Richard M. Levy, an employee of the Company ("Employee").

The Company's Board of Directors (the "Board") has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible "Change in Control" of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employee's duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employee's own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.

In view of the foregoing, the Company and Employee agree as follows:

This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.

(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner.

(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.

(c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.

(d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employee's employment within the applicable period set forth in Section 4 unless such termination is due to Employee's death, Retirement or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).

(b) If following a Change in Control, Employee's employment is terminated by reason of Employee's death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.

(c) If Employee's employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employee's Base Salary through the date of termination at the rate in effect at the time notice of

termination is given, and the Company shall have no further obligations to Employee under this Agreement.

(d) For purposes of this Agreement:

"Base Salary" shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.

A "Change in Control" shall be deemed to have occurred if:

(i) Any individual or group constituting a "person", as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act (other than (A) the Company or any of its subsidiaries or (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any of its subsidiaries), is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily (and apart from rights accruing under special circumstances) to vote for the election of directors; or

(ii) Continuing Directors cease to constitute at least a majority of the Board; or

(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a "Transaction"), in each case with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of the Company or other corporation resulting from such Transaction; or

(iv) all or substantially all of the assets of the Company are sold, liquidated or distributed;

provided, however, that a "Change in Control" shall not be deemed to have occurred under this Agreement if, prior to the occurrence of a specified event that would otherwise constitute a Change in Control hereunder, the disinterested Continuing Directors then in office, by a majority vote thereof, determine that the occurrence of such specified event shall not be deemed to be a Change in Control with respect to Employee hereunder if the Change in Control results from actions or events in which Employee is a participant in a capacity other than solely as an officer, employee or director of the Company.

"Change in Control Date" shall mean the date on which a Change in Control occurs.

"Cause" shall mean:

(i) The continued willful failure of Employee to perform Employee's duties to the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Employee by the Board or a committee thereof; or

(ii) The willful commission by Employee of a wrongful act that caused or was reasonably likely to cause substantial damage to the Company, or an act of fraud in the performance of Employee's duties on behalf of the Company; or

(iii) The conviction of Employee for commission of a felony in connection with the performance of Employee's duties on behalf of the Company; or

(iv) The order of a federal or state regulatory authority having jurisdiction over the Company or its operations or by a court of competent jurisdiction requiring the termination of Employee's employment by the Company.

"Continuing Directors" shall mean the directors of the Company in office on the date hereof and any successor to any such director who was nominated or selected by a majority of the Continuing Directors in office at the time of the director's nomination or selection and who is not an "affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act) of any person who is the beneficial owner, directly or indirectly, of securities representing ten percent (10%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily to vote for the election of directors.

"Disability" shall mean Employee's incapacity due to physical or mental illness such that Employee shall have become qualified to receive benefits under the Company's long-term disability plan as in effect on the date of the Change in Control.

"Dispute" shall mean, in the case of termination of Employee's employment for Disability or Cause, that Employee challenges the existence of Disability or Cause, and in the case of termination of Employee's employment for Good Reason, that the Company challenges the existence of Good Reason for termination of Employee's employment.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Good Reason" shall mean:

(i) The failure to appoint Employee as Chief Executive Officer of the combined or acquiring entity, reporting to its Board of Directors; or

(ii) A reduction of Employee's total compensation as the same may have been

increased from time to time after the Change in Control Date other than (A) a reduction implemented with the consent of Employee or (B) a reduction that is generally comparable (proportionately) to compensation reductions imposed on senior executives of the Company generally; or

(iii) The failure to provide to Employee the benefits and perquisites, including participation on a comparable basis in the Company's stock option, incentive, and other similar plans in which employees of the Company of comparable title and salary grade participate, as were provided to Employee immediately prior to a Change in Control, or with a package of benefits and perquisites that are substantially comparable in all material respects to such benefits and perquisites provided prior to the Change in Control; or

(iv) The relocation of the office of the Company where Employee is employed immediately prior to the Change in Control Date (the "CIC Location") to a location which is more than 50 miles away from the CIC Location or the Company's requiring Employee to be based more than 50 miles away from the CIC Location (except for required travel on the Company's business to an extent substantially consistent with Employee's customary business travel obligations in the ordinary course of business prior to the Change in Control Date);

(v) The failure of the Company to obtain promptly upon any Change in Control the express written assumption of an agreement to perform this Agreement by any successor as contemplated in Section 6(e); or

(vi) The attempted termination of Employee's employment for Cause on grounds insufficient to constitute a basis of termination for Cause under this Agreement; or

(vii) The failure of the Company to promptly make any payment into escrow when so required by Section 3(f).

"Potential Change in Control" shall mean the earliest to occur of (a) the execution of an agreement or letter of intent, the consummation of the transactions described in which would result in a Change in Control, (b) the approval by the Board of a transaction or series of transactions, the consummation of which would result in a Change in Control, or (c) the public announcement of a tender offer for the Company's voting stock, the completion of which would result in a Change in Control; provided, that no such event shall be a "Potential Change in Control" unless (i) in the case of any agreement or letter of intent described in clause (a), the transaction described therein is subsequently consummated by the Company and the other party or parties to such agreement or letter of intent and thereupon constitutes a "Change in Control",
(ii) in the case of any Board-approved transaction described in clause (b), the transaction so approved is subsequently consummated and thereupon constitutes a "Change in Control" or (iii) in the case of any tender offer described in clause
(c), such tender offer is subsequently completed and such completion thereupon constitutes a "Change in Control".

"Potential Change in Control Date" shall mean the date on which a Potential Change in Control occurs.

"Retirement" shall mean Employee's actual retirement after reaching the normal or early retirement date provided for in the Company's Retirement and Profit-Sharing Program as in effect on the date of Employee's termination of employment.

(e) Any termination of employment by the Company or by Employee shall be communicated by written notice, specify the date of termination, state the specific basis for termination and set forth in reasonable detail the facts and circumstances of the termination in order to provide a basis for determining the entitlement to any payments under this Agreement.

(f) If within thirty (30) days after notice of termination is given, the party to whom the notice was given notifies the other party that a Dispute exists, the parties will promptly pursue resolution of such Dispute with reasonable diligence; provided, however, that pending resolution of any such Dispute, the Company shall pay 75% of any amounts which would otherwise be due Employee pursuant to Section 4 if such Dispute did not exist into escrow pending resolution of such Dispute and pay 25% of such amounts to Employee. Employee agrees to return to the Company any such amounts to which it is ultimately determined that he is not entitled.

(a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits:

(i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 3.00 multiplied by the sum of: (A) Employee's Base Salary; (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan; and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP.

(ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs.

(iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the

restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter.

(iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period.

(v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder.

(vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding.

(b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

(a) Notwithstanding anything herein to the contrary, if it is determined that any Payment would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as an "Excise Tax"), then Employee shall be entitled to an additional payment (a "Gross-Up Payment") in an amount that will place Employee in the same after-tax economic position that Employee would have enjoyed if the Excise Tax had not applied to the Payment. The amount of the Gross-Up Payment shall be determined by a nationally- recognized independent public accounting firm designated by agreement between Employee and the Company (the "Accounting Firm"). No Gross-Up Payments shall be payable hereunder if the Accounting Firm determines that the Payments are not subject to an Excise Tax.

"Payment" means (i) any amount due or paid to Employee under this Agreement, (ii) any amount that is due or paid to Employee under any plan, program or arrangement of the Company and its subsidiaries and (iii) any amount or benefit that is due or payable to Employee under this

Agreement or under any plan, program or arrangement of the Company and its subsidiaries not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under Section 280G of the Code in determining the amount the "parachute payments" received by Employee, including, without limitation, any amounts which must be taken into account under Section 280G of the Code as a result of (A) the acceleration of the vesting of any option, restricted stock or other equity award, (B) the acceleration of the time at which any payment or benefit is receivable by Employee or (C) any contingent severance or other amounts that are payable to Employee.

(b) Subject to the provisions of Section 5(c), all determinations required under this Section 5, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to Employee and the Company within fifteen days of the date reasonably requested by Employee or the Company on which a determination under this Section 5 is necessary or advisable. The Company shall pay to Employee the initial Gross-Up Payment within 5 days of the receipt by Employee and the Company of the determination of the Accounting Firm. If the Accounting Firm determines that no Excise Tax is payable by Employee, the Company shall cause its accountants to provide Employee with an opinion that the Accounting Firm has substantial authority under the Code not to report an Excise Tax on Employee's federal income tax return. Any determination by the Accounting Firm shall be binding upon Employee and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Employee with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 5(c) below, shall promptly pay to Employee an additional Gross-Up Payment in respect of the Underpayment.

(c) Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after Employee knows of such claim and shall apprise the Company of the nature of the claim and the date on which the claim is requested to be paid. Employee agrees not to pay the claim until the expiration of the thirty (30) day period following the date on which Employee notifies the Company, or such shorter period ending on the date the Taxes with respect to such claim are due (the "Notice Period"). If the Company notifies Employee in writing prior to the expiration of the Notice Period that it desires to contest the claim, Employee shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to Employee; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. Employee shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, Employee agrees either to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative

tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; provided, however, that, if the Company directs Employee to pay such claim and pursue a refund, the Company shall advance the amount of such payment to Employee on an after-tax and interest- free basis (an "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Employee shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify Employee in writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall pay to Employee an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Employee agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

(d) If, after receipt by Employee of an Advance, Employee becomes entitled to a refund with respect to the claim to which such Advance relates, Employee shall pay the Company the amount of the refund (together with any interest paid or credited thereon after Taxes applicable thereto). If, after receipt by Employee of an Advance, a determination is made that Employee shall not be entitled to any refund with respect to the claim and the Company does not promptly notify Employee of its intent to contest the denial of refund, then the amount of the Advance shall not be required to be repaid by Employee and the amount thereof shall offset the amount of the additional Gross-Up Payment then owing to Employee.

(e) The Company shall indemnify Employee and hold Employee harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by Employee with respect to the exercise by the Company of any of its rights under this Section 5, including, without limitation, any Losses related to the Company's decision to contest a claim or any imputed income to Employee resulting from any Advance or action taken on Employee's behalf by the Company hereunder. The Company shall pay all legal fees and expenses incurred under this Section 5, and shall promptly reimburse Employee for the reasonable expenses incurred by Employee in connection with any actions taken by the Company or required to be taken by Employee hereunder. The Company shall also pay all of the fees and expenses of the Accounting Firm, including, without limitation, the fees and expenses related to the opinion referred to in Section 5(b).

(a) Employee shall retain in confidence under the conditions of the Company's confidentiality agreement with Employee any proprietary or other confidential information known to Employee concerning the Company and its business so long as such information is not publicly disclosed and disclosure is not required by an order of any governmental body or court. If required, Employee shall return to the Company any memoranda, documents or other materials proprietary to the Company.

(b) While employed by the Company and following the termination of such employment (other than a termination of employment by Employee for Good Reason or by the Company other than for Cause) for a period of two (2) years, Employee shall not:

(i) whether for Employee's own account or for the account of any other individual, partnership, firm, corporation or other business organization, intentionally solicit, endeavor to entice away from the Company or a subsidiary of the Company (each, a "Protected Party"), or otherwise interfere with the relationship of a Protected Party with, any person who is employed by a Protected Party or any person or entity who is, or was within the then most recent twelve (12) month period, a customer or client of a Protected Party; or

(ii) without the prior written consent of the Protected Party, in any geographic area in which the Protected Party is then conducting business, directly or indirectly own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that is engaged in any business in which the Protected Party is actively engaged at the time; provided, however, that the restrictions in this
Section 6(b)(ii) shall not apply to (A) any non-employee directorships held by Employee as of the date hereof or (B) ownership by Employee for personal investment purposes only of not in excess of 1% of the voting stock of any publicly held corporation.

Employee acknowledges that a breach of any of the covenants contained in this Section 6(b) may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it may not be possible to measure damages for such injuries precisely and that, in the event of such a breach, any payments remaining under the terms of this Agreement shall cease and the Company may be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Employee from engaging in activities prohibited by this Section 6(b) or such other relief as may be required to specifically enforce any of the covenants in this Section 6(b). Employee agrees to and hereby does submit to in personam jurisdiction before each and every such court in the State of California, County of Santa Clara, for that purpose. This
Section 6(b) shall survive any termination of this Agreement.

(c) If litigation is brought by Employee to enforce or interpret any provision contained in this Agreement, the Company shall indemnify Employee for Employee's reasonable attorney's fees and disbursements incurred in such litigation and pay prejudgment interest on any money judgment obtained by Employee calculated at the prime rate of interest in effect from time to time at the Bank of America, San Francisco, from the date that payment should have been made under the Agreement, provided that Employee shall not have been found by the court in which such litigation is pending to have had no cause in bringing the action, or to have acted in bad faith, which finding must be final with the time to appeal therefrom having expired and no appeal having been taken.

(d) Except as provided in Section 4, the Company's obligation to pay to Employee the compensation and to make the arrangements provided in this Agreement shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, any

setoff, counterclaim, recoupment, defense or other right which the Company may have against Employee or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment.

(e) The Company shall require any successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business and/or assets of the Company, by written agreement to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(f) This Agreement shall inure to the benefit of and be enforceable by Employee's heirs, successors and assigns. If Employee should die while any amounts would still be payable to Employee hereunder if Employee had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Employee's heirs, successors and assigns.

(g) For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:                        If to the Company:

Richard M. Levy                        Varian Medical Systems, Inc.
394 Golden Hills Drive                 3100 Hansen Way
Portola Valley, CA 94028               Palo Alto, CA  94304-1000
                                       Attn: Vice President, Human Resources

or to such other address as either party furnishes to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(h) This Agreement shall constitute the entire agreement between Employee and the Company concerning the subject matter of this Agreement.

(i) The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without giving effect to the provisions, principles or policies thereof relating to choice or conflict of laws. The invalidity or unenforceability of any provision of this Agreement in any circumstance shall not affect the validity or enforceability of such provision in any other circumstance or the validity or enforceability of any other provision of this Agreement, and, except to the extent such provision is invalid or unenforceable, this Agreement shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof in such jurisdiction, and any such

prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Section 6(i) shall survive any termination of this Agreement.

(j) This Agreement may be terminated by the Company pursuant to a resolution adopted by the Board at any time prior to a Potential Change in Control Date. After a Change in Control Date or a Potential Change in Control Date, this Agreement may only be terminated with the consent of Employee.

(k) No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof including, without limitation, the Change in Control Agreement between Employee and the Company.

(l) In the event that the Company becomes party to a transaction that is intended to qualify for "pooling of interests" accounting treatment and, but for one or more of the provisions of this Agreement would so qualify, then this Agreement shall be interpreted so as to preserve such accounting treatment, and to the extent that any provision of this Agreement would disqualify the transaction from pooling of interests accounting treatment, then such provision shall be null and void. All determinations to be made in connection with the preceding sentence shall be made by the independent accounting firm whose opinion with respect to "pooling of interests" treatment is required as a condition to the Company's consummation of such transaction.

IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of April 2, 1999.

VARIAN MEDICAL SYSTEMS, INC.                   EMPLOYEE


/s/ Richard W. Vieser                          /s/ Richard M. Levy
----------------------------                   ----------------------------
By:    Richard W. Vieser                       Richard M. Levy
Title: Chairman of the Board of Directors

Exhibit 10.6

CHANGE IN CONTROL AGREEMENT
FOR CHIEF FINANCIAL OFFICER

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into effective as of April 2, 1999, by and between VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the "Company")/1/, and Elisha Wade Finney, an employee of the Company ("Employee").

The Company's Board of Directors (the "Board") has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible "Change in Control" of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employee's duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employee's own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.

In view of the foregoing, the Company and Employee agree as follows:

This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.

(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner.

(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.

(c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.

(d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employee's employment within the applicable period set forth in Section 4 unless such termination is due to Employee's death, Retirement or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).

(b) If following a Change in Control, Employee's employment is terminated by reason of Employee's death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which

Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.

(c) If Employee's employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employee's Base Salary through the date of termination at the rate in effect at the time notice of termination is given, and the Company shall have no further obligations to Employee under this Agreement.

(d) For purposes of this Agreement:

"Base Salary" shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.

A "Change in Control" shall be deemed to have occurred if:

(i) Any individual or group constituting a "person", as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act (other than (A) the Company or any of its subsidiaries or (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any of its subsidiaries), is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily (and apart from rights accruing under special circumstances) to vote for the election of directors; or

(ii) Continuing Directors cease to constitute at least a majority of the Board; or

(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a "Transaction"), in each case with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of the Company or other corporation resulting from such Transaction; or

(iv) all or substantially all of the assets of the Company are sold, liquidated or distributed;

provided, however, that a "Change in Control" shall not be deemed to have occurred under this Agreement if, prior to the occurrence of a specified event that would otherwise constitute a Change in Control hereunder, the disinterested Continuing Directors then in office, by a majority vote thereof, determine that the occurrence of such specified event shall not be deemed to be a Change in Control with respect to Employee hereunder if the Change in Control results from actions or events in which Employee is a participant in a capacity other than solely as an officer,

employee or director of the Company.

"Change in Control Date" shall mean the date on which a Change in Control occurs.

"Cause" shall mean:

(i) The continued willful failure of Employee to perform Employee's duties to the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Employee by the Board or a committee thereof; or

(ii) The willful commission by Employee of a wrongful act that caused or was reasonably likely to cause substantial damage to the Company, or an act of fraud in the performance of Employee's duties on behalf of the Company; or

(iii) The conviction of Employee for commission of a felony in connection with the performance of Employee's duties on behalf of the Company; or

(iv) The order of a federal or state regulatory authority having jurisdiction over the Company or its operations or by a court of competent jurisdiction requiring the termination of Employee's employment by the Company.

"Continuing Directors" shall mean the directors of the Company in office on the date hereof and any successor to any such director who was nominated or selected by a majority of the Continuing Directors in office at the time of the director's nomination or selection and who is not an "affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act) of any person who is the beneficial owner, directly or indirectly, of securities representing ten percent (10%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily to vote for the election of directors.

"Disability" shall mean Employee's incapacity due to physical or mental illness such that Employee shall have become qualified to receive benefits under the Company's long-term disability plan as in effect on the date of the Change in Control.

"Dispute" shall mean, in the case of termination of Employee's employment for Disability or Cause, that Employee challenges the existence of Disability or Cause, and in the case of termination of Employee's employment for Good Reason, that the Company challenges the existence of Good Reason for termination of Employee's employment.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Equivalent Position" shall mean an employment position that:

(i) is in a substantive area of competence (e.g., finance, accounting, legal, operations management or human resources) that is consistent with Employee's experience and not materially different from the substantive area of competence of Employee's position with the Company prior to the Change in Control;

(ii) requires that Employee serve in a role and perform duties that are functionally equivalent to the role and duties performed by Employee for the Company prior to the Change in Control;

(iii) carries a title that does not connote a lesser rank or corporate role than is connoted by Employee's title with the Company prior to the Change in Control;

(iv) does not constitute a material, adverse change in Employee's responsibilities or duties, when compare to Employee's responsibilities or duties with the Company prior to the Change in Control;

(v) requires that Employee be deemed an executive officer (for purposes of the rules promulgated under Section 16 of the Securities Exchange Act of 1934) of a publicly-traded successor entity having net assets or annual revenues that are no less than those of the Company prior to the Change in Control; and

(vi) has Employee reporting directly to the Chief Executive Officer of the combined or acquiring company.

"Good Reason" shall mean:

(i) The assignment to Employee of a position, title, responsibilities or duties such that he no longer holds an Equivalent Position; or

(ii) A reduction of Employee's total compensation as the same may have been increased from time to time after the Change in Control Date other than (A) a reduction implemented with the consent of Employee or (B) a reduction that is generally comparable (proportionately) to compensation reductions imposed on senior executives of the Company generally; or

(iii) The failure to provide to Employee the benefits and perquisites, including participation on a comparable basis in the Company's stock option, incentive, and other similar plans in which employees of the Company of comparable title and salary grade participate, as were provided to Employee immediately prior to a Change in Control, or with a package of benefits and perquisites that are substantially comparable in all material respects to such benefits and perquisites provided prior to the Change in Control; or

(iv) The relocation of the office of the Company where Employee is employed immediately prior to the Change in Control Date (the "CIC Location") to a location which is

more than 50 miles away from the CIC Location or the Company's requiring Employee to be based more than 50 miles away from the CIC Location (except for required travel on the Company's business to an extent substantially consistent with Employee's customary business travel obligations in the ordinary course of business prior to the Change in Control Date);

(v) The failure of the Company to obtain promptly upon any Change in Control the express written assumption of an agreement to perform this Agreement by any successor as contemplated in Section 6(e); or

(vi) The attempted termination of Employee's employment for Cause on grounds insufficient to constitute a basis of termination for Cause under this Agreement; or

(vii) The failure of the Company to promptly make any payment into escrow when so required by Section 3(f).

"Potential Change in Control" shall mean the earliest to occur of (a) the execution of an agreement or letter of intent, the consummation of the transactions described in which would result in a Change in Control, (b) the approval by the Board of a transaction or series of transactions, the consummation of which would result in a Change in Control, or (c) the public announcement of a tender offer for the Company's voting stock, the completion of which would result in a Change in Control; provided, that no such event shall be a "Potential Change in Control" unless (i) in the case of any agreement or letter of intent described in clause (a), the transaction described therein is subsequently consummated by the Company and the other party or parties to such agreement or letter of intent and thereupon constitutes a "Change in Control",
(ii) in the case of any Board-approved transaction described in clause (b), the transaction so approved is subsequently consummated and thereupon constitutes a "Change in Control" or (iii) in the case of any tender offer described in clause
(c), such tender offer is subsequently completed and such completion thereupon constitutes a "Change in Control".

"Potential Change in Control Date" shall mean the date on which a Potential Change in Control occurs.

"Retirement" shall mean Employee's actual retirement after reaching the normal or early retirement date provided for in the Company's Retirement and Profit-Sharing Program as in effect on the date of Employee's termination of employment.

(e) Any termination of employment by the Company or by Employee shall be communicated by written notice, specify the date of termination, state the specific basis for termination and set forth in reasonable detail the facts and circumstances of the termination in order to provide a basis for determining the entitlement to any payments under this Agreement.

(f) If within thirty (30) days after notice of termination is given, the party to whom the notice was given notifies the other party that a Dispute exists, the parties will promptly pursue resolution of such Dispute with reasonable diligence; provided, however, that pending

resolution of any such Dispute, the Company shall pay 75% of any amounts which would otherwise be due Employee pursuant to Section 4 if such Dispute did not exist into escrow pending resolution of such Dispute and pay 25% of such amounts to Employee. Employee agrees to return to the Company any such amounts to which it is ultimately determined that he is not entitled.

(a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits:

(i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of: (A) Employee's Base Salary; (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan; and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP.

(ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs.

(iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter.

(iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of

Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period.

(v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder.

(vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding.

(b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

(a) Notwithstanding anything herein to the contrary, if it is determined that any Payment would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as an "Excise Tax"), then Employee shall be entitled to an additional payment (a "Gross-Up Payment") in an amount that will place Employee in the same after-tax economic position that Employee would have enjoyed if the Excise Tax had not applied to the Payment. The amount of the Gross-Up Payment shall be determined by a nationally- recognized independent public accounting firm designated by agreement between Employee and the Company (the "Accounting Firm"). No Gross-Up Payments shall be payable hereunder if the Accounting Firm determines that the Payments are not subject to an Excise Tax.

"Payment" means (i) any amount due or paid to Employee under this Agreement, (ii) any amount that is due or paid to Employee under any plan, program or arrangement of the Company and its subsidiaries and (iii) any amount or benefit that is due or payable to Employee under this Agreement or under any plan, program or arrangement of the Company and its subsidiaries not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under Section 280G of the Code in determining the amount the "parachute payments" received by Employee, including, without limitation, any amounts which must be taken into account under Section 280G of the Code as a result of (A) the acceleration of the vesting of any option, restricted stock or other equity award, (B) the acceleration of the time at which any payment or benefit is receivable by Employee or (C) any contingent severance or other amounts that are payable to Employee.

(b) Subject to the provisions of Section 5(c), all determinations required under this

Section 5, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to Employee and the Company within fifteen days of the date reasonably requested by Employee or the Company on which a determination under this Section 5 is necessary or advisable. The Company shall pay to Employee the initial Gross-Up Payment within 5 days of the receipt by Employee and the Company of the determination of the Accounting Firm. If the Accounting Firm determines that no Excise Tax is payable by Employee, the Company shall cause its accountants to provide Employee with an opinion that the Accounting Firm has substantial authority under the Code not to report an Excise Tax on Employee's federal income tax return. Any determination by the Accounting Firm shall be binding upon Employee and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Employee with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 5(c) below, shall promptly pay to Employee an additional Gross-Up Payment in respect of the Underpayment.

(c) Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after Employee knows of such claim and shall apprise the Company of the nature of the claim and the date on which the claim is requested to be paid. Employee agrees not to pay the claim until the expiration of the thirty (30) day period following the date on which Employee notifies the Company, or such shorter period ending on the date the Taxes with respect to such claim are due (the "Notice Period"). If the Company notifies Employee in writing prior to the expiration of the Notice Period that it desires to contest the claim, Employee shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to Employee; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. Employee shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, Employee agrees either to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; provided, however, that, if the Company directs Employee to pay such claim and pursue a refund, the Company shall advance the amount of such payment to Employee on an after-tax and interest-free basis (an "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Employee shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify Employee in writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall pay to Employee an additional Gross-Up Payment in respect of the excess parachute payments that are

the subject of the claim, and Employee agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

(d) If, after receipt by Employee of an Advance, Employee becomes entitled to a refund with respect to the claim to which such Advance relates, Employee shall pay the Company the amount of the refund (together with any interest paid or credited thereon after Taxes applicable thereto). If, after receipt by Employee of an Advance, a determination is made that Employee shall not be entitled to any refund with respect to the claim and the Company does not promptly notify Employee of its intent to contest the denial of refund, then the amount of the Advance shall not be required to be repaid by Employee and the amount thereof shall offset the amount of the additional Gross-Up Payment then owing to Employee.

(e) The Company shall indemnify Employee and hold Employee harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by Employee with respect to the exercise by the Company of any of its rights under this Section 5, including, without limitation, any Losses related to the Company's decision to contest a claim or any imputed income to Employee resulting from any Advance or action taken on Employee's behalf by the Company hereunder. The Company shall pay all legal fees and expenses incurred under this Section 5, and shall promptly reimburse Employee for the reasonable expenses incurred by Employee in connection with any actions taken by the Company or required to be taken by Employee hereunder. The Company shall also pay all of the fees and expenses of the Accounting Firm, including, without limitation, the fees and expenses related to the opinion referred to in Section 5(b).

(a) Employee shall retain in confidence under the conditions of the Company's confidentiality agreement with Employee any proprietary or other confidential information known to Employee concerning the Company and its business so long as such information is not publicly disclosed and disclosure is not required by an order of any governmental body or court. If required, Employee shall return to the Company any memoranda, documents or other materials proprietary to the Company.

(b) While employed by the Company and following the termination of such employment (other than a termination of employment by Employee for Good Reason or by the Company other than for Cause) for a period of two (2) years, Employee shall not, whether for Employee's own account or for the account of any other individual, partnership, firm, corporation or other business organization, intentionally solicit, endeavor to entice away from the Company or a subsidiary of the Company (each, a "Protected Party"), or otherwise interfere with the relationship of a Protected Party with, any person who is employed by a Protected Party or any person or entity who is, or was within the then most recent twelve (12) month period, a customer or client of a Protected Party.

Employee acknowledges that a breach of any of the covenants contained in this Section

6(b) may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it may not be possible to measure damages for such injuries precisely and that, in the event of such a breach, any payments remaining under the terms of this Agreement shall cease and the Company may be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Employee from engaging in activities prohibited by this Section 6(b) or such other relief as may be required to specifically enforce any of the covenants in this Section 6(b). Employee agrees to and hereby does submit to in personam jurisdiction before each and every such court in the State of California, County of Santa Clara, for that purpose. This Section 6(b) shall survive any termination of this Agreement.

(c) If litigation is brought by Employee to enforce or interpret any provision contained in this Agreement, the Company shall indemnify Employee for Employee's reasonable attorney's fees and disbursements incurred in such litigation and pay prejudgment interest on any money judgment obtained by Employee calculated at the prime rate of interest in effect from time to time at the Bank of America, San Francisco, from the date that payment should have been made under the Agreement, provided that Employee shall not have been found by the court in which such litigation is pending to have had no cause in bringing the action, or to have acted in bad faith, which finding must be final with the time to appeal therefrom having expired and no appeal having been taken.

(d) Except as provided in Section 4, the Company's obligation to pay to Employee the compensation and to make the arrangements provided in this Agreement shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against Employee or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment.

(e) The Company shall require any successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business and/or assets of the Company, by written agreement to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(f) This Agreement shall inure to the benefit of and be enforceable by Employee's heirs, successors and assigns. If Employee should die while any amounts would still be payable to Employee hereunder if Employee had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Employee's heirs, successors and assigns.

(g) For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:                  If to the Company:

Elisha W. Finney                 Varian Medical Systems, Inc.
791 Crystal Springs Road         3100 Hansen Way
San Mateo, CA 94402              Palo Alto, CA  94304-1000
                                 Attn: Vice President, Human Resources

or to such other address as either party furnishes to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(h) This Agreement shall constitute the entire agreement between Employee and the Company concerning the subject matter of this Agreement.

(i) The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without giving effect to the provisions, principles or policies thereof relating to choice or conflict of laws. The invalidity or unenforceability of any provision of this Agreement in any circumstance shall not affect the validity or enforceability of such provision in any other circumstance or the validity or enforceability of any other provision of this Agreement, and, except to the extent such provision is invalid or unenforceable, this Agreement shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof in such jurisdiction, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Section 6(i) shall survive any termination of this Agreement.

(j) This Agreement may be terminated by the Company pursuant to a resolution adopted by the Board at any time prior to a Potential Change in Control Date. After a Change in Control Date or a Potential Change in Control Date, this Agreement may only be terminated with the consent of Employee.

(k) No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof including, without limitation, the Change in Control Agreement between Employee and the Company.

(l) In the event that the Company becomes party to a transaction that is intended to qualify for "pooling of interests" accounting treatment and, but for one or more of the provisions of this Agreement would so qualify, then this Agreement shall be interpreted so as to preserve such accounting treatment, and to the extent that any provision of this Agreement would

disqualify the transaction from pooling of interests accounting treatment, then such provision shall be null and void. All determinations to be made in connection with the preceding sentence shall be made by the independent accounting firm whose opinion with respect to "pooling of interests" treatment is required as a condition to the Company's consummation of such transaction.

IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of April 2, 1999.

VARIAN MEDICAL SYSTEMS, INC.            EMPLOYEE



/s/ Richard M. Levy                     /s/ Elisha Wade Finney
-------------------                     ----------------------
By:  Richard M. Levy                    Elisha Wade Finney
Title:  Chief Executive Officer

EXHIBIT 10.7

EXECUTION COPY

VARIAN ASSOCIATES, INC.

To Be Known as

VARIAN MEDICAL SYSTEMS, INC.

Effective April 3, 1999

AMENDED AND RESTATED
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

$12,500,000

7.15% Series A Senior Notes due April 2, 2010

$25,000,000 6.70% Series B Senior Notes due April 30, 2014

$21,000,000 6.76% Series C Senior Notes due April 2, 2011

and

$50,000,000 Private Shelf Facility

Dated as of April 2, 1999

TABLE OF CONTENTS
(not part of agreement)

                                                                                                   Page
1.   AUTHORIZATION OF ISSUE OF NOTES..............................................................  3
     1A.      Authorization of Issue of Series A Notes............................................  3
     1B.      Authorization of Issue of Series B Notes............................................  3
     1C.      Authorization of Issue of Series C Notes............................................  3
     1D.      Authorization of Issue of Shelf Notes...............................................  4

2.   AMENDMENT AND RESTATEMENT OF EXISTING NOTES; PURCHASE
     AND SALE OF SERIES C NOTES AND SHELF NOTES...................................................  4
     2A(1).   Amendment and Restatement of Existing 7.21% Notes and Issuance of
              Series A Notes......................................................................  4
     2A(2).   Amendment and Restatement of Existing 6.70% Notes and Issuance of
              Series B Notes......................................................................  5
     2A(3).   Purchase and Sale of Series C Notes.................................................  5
     2B.      Purchase and Sale of Shelf Notes....................................................  5

3.   CONDITIONS OF CLOSING........................................................................ 10
     3A.      Conditions to Amendments and Restatements, Release of Company and Issuance of
              Series C Notes...................................................................... 10
     3B.      Conditions to Purchase of Notes..................................................... 11

4.   PREPAYMENTS.................................................................................. 13
     4A.      Required Prepayments of Series A Notes, Series B Notes and Series C Notes........... 13
     4B.      Required Prepayments of Shelf Notes................................................. 14
     4C.      Optional Prepayment With Yield-Maintenance Amount................................... 14
     4D.      Notice of Optional Prepayment....................................................... 14
     4E.      Application of Prepayments.......................................................... 14
     4F.      Retirement of Notes................................................................. 15

5.   AFFIRMATIVE COVENANTS........................................................................ 15
     5A.      Financial Statements; Notice of Defaults............................................ 15
     5B.      Information Required by Rule 144A................................................... 16
     5C.      Inspection of Property.............................................................. 16
     5D.      Covenant to Secure Notes Equally.................................................... 17
     5E.      Maintenance of Insurance............................................................ 17
     5F.      Compliance with Laws................................................................ 17

                                                                                                   Page
6.   NEGATIVE COVENANTS........................................................................... 17
     6A.      Certain Financial Requirements...................................................... 17
     6B.      Dividend Limitation................................................................. 18
     6C.      Lien, Funded Debt and Other Restrictions............................................ 18

7.   EVENTS OF DEFAULT............................................................................ 22

     7A.      Acceleration........................................................................ 22
     7B.      Rescission of Acceleration.......................................................... 25
     7C.      Notice of Acceleration or Rescission................................................ 25
     7D.      Other Remedies...................................................................... 25

8.   REPRESENTATIONS, COVENANTS AND WARRANTIES.................................................... 25
     8A.      Organization........................................................................ 25
     8B.      Financial Statements................................................................ 26
     8C.      Actions Pending..................................................................... 27
     8D.      Outstanding Funded Debt............................................................. 27
     8E.      Title to Properties................................................................. 27
     8F.      Taxes............................................................................... 27
     8G.      Conflicting Agreements and Other Matters............................................ 27
     8H.      Offering of Notes................................................................... 28
     8I.      Use of Proceeds..................................................................... 28
     8J.      ERISA............................................................................... 28
     8K.      Governmental Consent................................................................ 29
     8L.      Environmental Compliance............................................................ 29
     8M.      Disclosure.......................................................................... 29
     8N.      Hostile Tender Offers............................................................... 30
     8O.      Year 2000 Compliance................................................................ 30

9.   REPRESENTATIONS OF THE PURCHASERS............................................................ 30
     9A.      Nature of Purchase.................................................................. 30
     9B.      Source of Funds..................................................................... 30

10.  DEFINITIONS; ACCOUNTING MATTERS.............................................................. 31
     10A.     Yield-Maintenance Terms............................................................. 31
     10B.     Other Terms......................................................................... 32
     10C.     Accounting Principles, Terms and Determinations..................................... 41

11.  MISCELLANEOUS................................................................................ 41
     11A.     Note Payments....................................................................... 41
     11B.     Expenses............................................................................ 42
     11C.     Consent to Amendments............................................................... 42
     11E.     Persons Deemed Owners; Participations............................................... 45
     11F.     Survival of Representations and Warranties; Entire Agreement........................ 45

                                                                                              Page
11G.     Successors and Assigns.............................................................. 45
11H.     Disclosure to Other Persons......................................................... 45
11I.     Independence of Covenants........................................................... 46
11J.     Notices............................................................................. 46
11K.     Payments Due on Non-Business Days................................................... 47
11L.     Severability........................................................................ 47
11M.     Descriptive Headings................................................................ 47
11N.     Satisfaction Requirement............................................................ 47
11O.     Governing Law....................................................................... 47
11P.     Severalty of Obligations............................................................ 47
11Q.     Counterparts........................................................................ 48
11R.     Binding Agreement................................................................... 48
11S.     Amendment and Restatement of Existing Agreements; Release of the Company............ 48

Purchaser Schedule for Series A Notes, Series B Notes and Series C Notes
Information Schedule
Exhibit A-1.........................................................   Form of Series A Note
Exhibit A-2.........................................................   Form of Series B Note
Exhibit A-3.........................................................   Form of Series C Note
Exhibit A-4.........................................................   Form of Shelf Note
Exhibit B...........................................................   Form of Disbursement Direction Letter
Exhibit C...........................................................   Form of Request for Purchase
Exhibit D...........................................................   Form of Confirmation of Acceptance
Exhibit E-1.........................................................   Form of Opinion of Company Counsel, Series C Note
                                                                       Closing
Exhibit E-2.........................................................   Form of Opinion of Company Counsel, Shelf Note Closing
Exhibit F-1.........................................................   Form of Prudential Confidentiality Agreement
Exhibit F-2.........................................................   Form of Non-Prudential Confidentiality Agreement
Exhibit G...........................................................   Investment Policy of Company Board of Directors
Schedule 8G.........................................................   Agreements Restricting Debt

VARIAN ASSOCIATES, INC.
to be known as
VARIAN MEDICAL SYSTEMS, INC.
Effective April 3, 1999
3050 Hansen Way
Palo Alto, California 94304-1000

As of April 2, 1999

The Prudential Insurance Company
of America ("Prudential")
Pruco Life Insurance Company ("Pruco")
Pruco Life Insurance Company of New Jersey ("Pruco-NJ") Each Prudential Affiliate (as hereinafter defined) which becomes bound by certain
provisions of this Agreement as hereinafter provided (together with Prudential, Pruco and Pruco-NJ, the "Purchasers")

c/o Prudential Capital Group
Four Embarcadero Center
Suite 2700
San Francisco, California 94111

Ladies and Gentlemen:

The undersigned, Varian Associates, Inc., a Delaware corporation (to be known as Varian Medical Systems, Inc. effective April 3, 1999) (herein called the "Company"), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

INTRODUCTION

The Company and Prudential are parties to (i) the Master Shelf Agreement, dated as of May 11, 1992 (as heretofore amended, the "1992 Note Agreement"), under which the Company issued, and there are now outstanding and held by Prudential (a) the Company's 7.49% Senior Notes due June 9, 2002, in the original aggregate principal amount of $40,000,000, of which $28,000,000 aggregate principal amount are now outstanding (the "Existing 7.49% Notes"), and
(b) the Company's 6.90% Senior Notes due June 9, 2002, in the original aggregate principal amount of $20,000,000, of which $14,000,000 aggregate principal amount are now outstanding (the "Existing 6.90% Notes"), and (ii) the Note Purchase and Private Shelf Agreement, dated as of October 18, 1996 (as heretofore amended, the "1996 Note Agreement"), under which the Company issued, and

there are now outstanding and held by Prudential (a) the Company's 7.21% Series A Senior Notes due June 9, 2007 in the aggregate principal amount of $25,000,000 (the "Existing 7.21% Notes"), and (b) the Company's 6.70% Series B Senior Notes due April 30, 2018 in the aggregate principal amount of $50,000,000 (the "Existing 6.70% Notes").

The Company has advised Prudential that it intends to distribute all of the shares of the capital stock of the Company's subsidiary, Varian, Inc., a Delaware corporation ("Varian, Inc."), to the shareholders of the Company (the "Spin Off"). In connection with the Spin Off, the Company will prepay $14,000,000 principal amount of the Existing 7.49% Notes and $7,000,000 principal amount of the Existing 6.90% Notes, and the Company and Varian, Inc. have requested that Prudential agree to the following effective upon the consummation of the Spin Off:

(1) to purchase $21,000,000 principal amount of the Company's Series C Notes (as defined in paragraph 1C hereof) the proceeds of which will be used by the Company to make such prepayments of the Existing 7.49% Notes and the Existing 6.90% Notes;

(2) to amend the terms of $12,500,000 principal amount of the Existing 7.21% Notes to extend the maturity thereof and change the interest rate thereon, as more specifically set forth in paragraph 2A(1) hereof (such $12,500,000 principal amount of the Existing 7.21% Notes amended pursuant to paragraph 2A(1) hereof being herein called the "Series A Notes", which term shall include each Series A Note delivered pursuant to any provision of this Agreement and each promissory note of the Company delivered in substitution or exchange for any Series A Note pursuant to any such provision);

(3) to shorten the maturity of the Existing 6.70% Notes to April 30, 2014 and to amend the interest rate on $25,000,000 principal amount of the Existing 6.70% Notes, as more specifically set forth in paragraph 2A(2) hereof (such $25,000,000 principal amount of the Existing 6.70% Notes the interest rate on which is amended pursuant to paragraph 2A(2) hereof being herein called the "Series B Notes", which term shall include each Series B Note delivered pursuant to any provision of this Agreement and each promissory note of the Company delivered in substitution or exchange for any Series B Note pursuant to any such provision);

(4) the assumption by Varian, Inc. of the Company's obligations under, and the release of the Company from any obligation under, (A) the $14,000,000 principal amount of the Existing 7.49% Notes and the $7,000,000 principal amount of the Existing 6.90% Notes not prepaid by the Company (the $14,000,000 principal amount of the Existing 7.49% Notes to be so assumed by Varian, Inc. being herein called the "Varian, Inc. Series C Notes" and the $7,000,000 principal amount of the Existing 6.90% Notes to be so assumed by Varian, Inc. being herein called the "Varian, Inc. Series D Notes"), (B) the $12,500,000 principal amount of the Existing 7.21% Notes not constituting the Series A Notes (the $12,500,000 principal amount of the Existing 7.21% Notes to be so assumed by Varian, Inc. being herein called the "Varian, Inc. Series A Notes") and (C) the $25,000,000 principal amount of the Existing 6.70% Notes not constituting Series B Notes (the

$25,000,000 principal amount of the Existing 6.70% Notes to be so assumed by Varian, Inc. being herein called the "Varian, Inc. Series B Notes");

(5) to amend and restate the 1992 Note Agreement and the 1996 Note Agreement as they relate to the Series A Notes and the Series B Notes in their entireties as set forth herein, including to provide for a new private shelf facility as set forth in paragraph 2B hereof, and to provide that the Series A Notes, the Series B Notes, the Series C Notes and any Shelf Notes shall be subject to the terms of this Agreement; and

(6) to enter into the Varian, Inc. Amended and Restated Note Agreement to provide for a new private shelf facility for Varian, Inc. as set forth in paragraph 2B thereof and to provide that the Varian, Inc. Notes and any Varian, Inc. Private Shelf Notes shall be subject to the terms of the Varian, Inc. Amended and Restated Note Agreement.

Subject to the terms and conditions hereof, Prudential is willing to agree to the foregoing. Accordingly, the Company and the Purchasers agree as follows:

1. AUTHORIZATION OF ISSUE OF NOTES.

1A. Authorization of Issue of Series A Notes. The Company will authorize the issue of the Series A Notes in the aggregate principal amount of $12,500,000, to be dated the date of issue thereof, to mature April 2, 2010, to bear interest (computed on the basis of a 360 day year-30 day month) on the unpaid balance thereof from the date thereof until the principal thereof shall have become due at the rate of 7.15% per annum, and on overdue principal, Yield- Maintenance Amount and interest at the rate and at the time specified therein, and to be substantially in the form of Exhibit A-1 attached hereto.

1B. Authorization of Issue of Series B Notes. The Company will authorize the issue of the Series B Notes in the aggregate principal amount of $25,000,000, to be dated the date of issue thereof, to mature April 30, 2014, to bear interest (computed on the basis of a 360 day year-30 day month) on the unpaid balance thereof from the date thereof until the principal thereof shall have become due at the rate of 6.70% per annum, and on overdue principal, Yield- Maintenance Amount and interest at the rate and at the time specified therein, and to be substantially in the form of Exhibit A-2 attached hereto.

1C. Authorization of Issue of Series C Notes. The Company will authorize the issue of its senior promissory notes (the "Series C Notes") in the aggregate principal amount of $21,000,000, to be dated the date of issue thereof, to mature April 2, 2011 to bear interest (computed on the basis of a 360 day year - 30 day month) on the unpaid balance thereof from the date thereof until the principal thereof shall have become due at the rate of 6.76% per annum, and on overdue principal, Yield-Maintenance Amount and interest at the rate and at the time specified therein, and to be substantially in the form of Exhibit A-3 attached hereto. The terms "Series C Note" and "Series C Notes" as used herein shall include each Series C Note delivered pursuant to any

provision of this Agreement and each promissory note of the Company delivered in substitution or exchange for any Series C Note pursuant to any such provision.

1D. Authorization of Issue of Shelf Notes. The Company may authorize the issue of its additional senior promissory notes (the "Shelf Notes") in the aggregate principal amount of $50,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than fifteen years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than twelve years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2B(5), and to be substantially in the form of Exhibit A-4 attached hereto. The terms "Shelf Note" and "Shelf Notes" as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note, each Series C Note and each Shelf Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note's ultimate predecessor Note was issued), are herein called a "Series" of Notes.

2. AMENDMENT AND RESTATEMENT OF EXISTING NOTES; PURCHASE AND SALE OF SERIES C NOTES AND SHELF NOTES.

2A(1). Amendment and Restatement of Existing 7.21% Notes and Issuance of Series A Notes. Subject to the terms and conditions herein set forth, the Company and Prudential agree that, effective on the Series C Closing Day, $12,500,000 principal amount of the Existing 7.21% Notes will be amended and restated in their entirety to be a like principal amount of Series A Notes having the terms described in paragraph 1A hereof and to be in the form of Exhibit A-1 hereto. On the Series C Closing Day, the Company will deliver to Prudential, in substitution and exchange for the Existing 7.21% Notes being so amended and restated, at the offices of Schiff Hardin & Waite, 6600 Sears Tower, Chicago, Illinois 60606, one or more Series A Notes registered in the name of Prudential, evidencing the aggregate principal amount of the Existing 7.21% Notes held by Prudential being so amended and restated, and in the denomination or denominations, specified in the Purchaser Schedule attached hereto. The Series A Notes (i) are given in exchange and substitution for, and not as payment of the indebtedness evidenced by, the $12,500,000 principal amount of the Existing 7.21% Notes being amended and restated pursuant to this paragraph 2A(1), (ii) merely re-evidence the indebtedness evidenced by such $12,500,000 principal amount of the Existing 7.21% Notes, and (iii) are not intended to constitute a novation or discharge of the indebtedness evidenced by such $12,500,000 principal amount of the Existing 7.21% Notes.

Promptly after the Series C Closing Day Prudential agrees to mark such Existing 7.21% Notes "Replaced" and to return such Existing 7.21% Notes to the Company.

2A(2). Amendment and Restatement of Existing 6.70% Notes and Issuance of Series B Notes. Subject to the terms and conditions herein set forth, the Company and Prudential agree that, effective on the Series C Closing Day, (i) the maturity date of all of the Existing 6.70% Notes is amended to be April 30, 2014 and (ii) $25,000,000 principal amount of the Existing 6.70% Notes will be amended and restated in their entirety to be a like principal amount of Series B Notes having the terms described in paragraph 1B hereof and to be in the form of Exhibit A-2 hereto. On the Series C Closing Day, the Company will deliver to Prudential, in substitution and exchange for the Existing 6.70% Notes being amended and restated by both clauses (i) and (ii) of this paragraph 2A(2), at the offices of Schiff Hardin & Waite, 6600 Sears Tower, Chicago, Illinois 60606, one or more Series B Notes registered in the name of Prudential, evidencing the aggregate principal amount of the Existing 6.70% Notes held by Prudential being so amended and restated, and in the denomination or denominations, specified in the Purchaser Schedule attached hereto. The Series B Notes (i) are given in exchange and substitution for, and not as payment of the indebtedness evidenced by, the $25,000,000 principal amount of the Existing 6.70% Notes being amended and restated by both clauses (i) and (ii) of this paragraph 2A(2), (ii) merely re-evidence the indebtedness evidenced by such $25,000,000 principal amount of the Existing 6.70% Notes, and (iii) are not intended to constitute a novation or discharge of the indebtedness evidenced by such $25,000,000 principal amount of the Existing 6.70% Notes. Promptly after the Series C Closing Day Prudential agrees to mark such Existing 6.70% Notes "Replaced" and to return such Existing 6.70% Notes to the Company.

2A(3). Purchase and Sale of Series C Notes. The Company hereby agrees to sell to Prudential and, subject to the terms and conditions herein set forth, Prudential agrees to purchase from the Company the aggregate principal amount of Series C Notes set forth opposite its name on the Purchaser Schedule attached hereto at 100% of such aggregate principal amount. On April 2, 1999 or any other date prior to April 2, 1999 upon which the Company and Prudential may agree (herein called the "Series C Closing Day"), the Company will deliver to Prudential at the offices of Schiff Hardin & Waite, 6600 Sears Tower, Chicago, Illinois 60606, one or more Series C Notes registered in its name, evidencing the aggregate principal amount of Series C Notes to be purchased by Prudential and in the denomination or denominations specified in the Purchaser Schedule attached hereto, against payment of the purchase price thereof by transfer of immediately available funds as specified in a letter on the Company's letterhead, in substantially the form of Exhibit B attached hereto, from the Company to the Prudential delivered prior to the Series C Closing Day.

2B. Purchase and Sale of Shelf Notes.

2B(1). Facility. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the "Facility". At any time, the aggregate

2B(2). Issuance Period. Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the date of this Agreement (or if such anniversary is not a Business Day, the Business Day next preceding such anniversary) and (ii) the thirtieth day after Prudential shall have given to the Company, or the Company shall have given to Prudential, written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period".

2B(3). Request for Purchase. The Company many from time to time during the Issuance Period make requests for purchases of Shelf Notes (each such request being herein called a "Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier or overnight delivery service, and shall (i) specify the aggregate principal amount of Shelf Notes covered thereby, which shall not be less than $5,000,000 and not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Shelf Notes covered thereby, (iii) specify the use of proceeds of such Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Shelf Notes, which shall be a Business Day during the Issuance Period not less than 5 Business Days and not more than 30 Business Days after the making of such Request for Purchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Shelf Notes are to be transferred on the Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 are true on and as of the date of such Request for Purchase (except to the extent caused by the transactions herein contemplated) and that there exists on the date of such Request for Purchase no Event of Default or Default, (vii) specify the Designated Spread for such Shelf Notes and (viii) be substantially in the form of Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

2B(4). Rate Quotes. Not later than two Business Days after the Company shall have given Prudential a Request for Purchase pursuant to paragraph 2B(3), Prudential may, but shall be under no obligation to, provide to the Company by telephone or telecopier, in each case between 9:30 A.M. and 1:30 P.M. New York City local time (or such later time as Prudential may elect) interest rate quotes for the several principal amounts, maturities, principal prepayment schedules, and interest payment periods of Shelf Notes specified in such Request for Purchase. Each quote shall represent the interest rate per annum payable on the outstanding principal balance of such Shelf Notes at which Prudential or a Prudential Affiliate would be willing to purchase such Shelf Notes at 100% of the principal amount thereof.

2B(5). Acceptance. Within 5 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the "Acceptance Window"), the Company may, subject to paragraph 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an "Accepted Note") as to which such acceptance (herein called an "Acceptance") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit D attached hereto (herein called a "Confirmation of Acceptance"). If the Company should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

2B(6). Market Disruption. Notwithstanding the provisions of paragraph 2B(5), if Prudential shall have provided interest rate quotes pursuant to paragraph 2B(4) and thereafter prior to the time an Acceptance with respect to such quotes shall have been notified to Prudential in accordance with paragraph 2B(5) the domestic market for U.S. Treasury securities or derivatives shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on the New York Stock Exchange or in the domestic market for U.S. Treasury securities or derivatives, then such interest rate quotes shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. If the Company thereafter notifies Prudential of the Acceptance of any such interest rate quotes, such

Acceptance shall be ineffective for all purposes of this Agreement, and Prudential shall promptly notify the Company that the provisions of this paragraph 2B(6) are applicable with respect to such Acceptance.

2B(7). Facility Closings. Not later than 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group, Four Embarcadero Center, Suite 2700, San Francisco, California 94111, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 1:00 P.M., New York City local time, on such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 30 Business Days after such scheduled Closing Day (the "Rescheduled Closing Day")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with paragraph 2B(8)(iii) or (ii) such closing is to be canceled. In the event that the Company shall fail to give such notice referred to in the preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

2B(8). Fees.

2B(8)(i). Structuring Fee; Rate Reduction Fee; Credit Adjustment Fee. In consideration for the time, effort and expense involved in the preparation, negotiation and execution of this Agreement, the Company shall pay to Prudential on the Series C Closing Day in immediately available funds a fee (herein called the "Structuring Fee") in the amount of (a) $234,000 less (b) the amount of fees and expenses paid by the Company pursuant to paragraph 3A(6) hereof. In consideration of the agreement by Prudential to change the rate of interest on the Existing 7.21% Notes, the Company shall pay to Prudential on the Series C Closing Day a fee (herein called the "Rate Reduction Fee") in the amount of $141,735.07. In consideration of the agreement by Prudential to accept the assumption by Varian, Inc. of obligations being assumed by Varian, Inc.

pursuant to paragraph 2A(1) of the Varian, Inc. Amended and Restated Note Agreement and the release of the Company from the obligations assumed by Varian, Inc., the Company shall pay Prudential on the Series C Closing Day in immediately available funds a fee (herein called the "Credit Adjustment Fee") in the amount of $992,244.

2B(8)(ii). Issuance Fee. The Company will pay to Prudential in immediately available funds a fee (herein called the "Issuance Fee") on each Closing Day (other than the Series C Closing Day or any other Closing Day which occurs prior to the date which is three months after the Series C Closing Day) in an amount equal to 0.15% of the aggregate principal amount of Notes sold on such Closing Day.

2B(8)(iii). Delayed Delivery Fee. If the closing of the purchase and sale of any Accepted Note is delayed for any reason beyond the original Closing Day for such Accepted Note, the Company will pay to Prudential (a) on the Cancellation Date or actual closing date of such purchase and sale and (b) if earlier, the next Business Day following 90 days after the Acceptance Day for such Accepted Note and on each Business Day following 90 days after the prior payment hereunder, a fee (herein called the "Delayed Delivery Fee") calculated as follows:

(BEY - MMY) X DTS/360 X PA

where "BEY" means Bond Equivalent Yield, i.e., the bond equivalent yield per annum of such Accepted Note; "MMY" means Money Market Yield, i.e., the yield per annum on a commercial paper investment of the highest quality selected by Prudential on the date Prudential receives notice of the delay in the closing for such Accepted Note having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days (a new alternative investment being selected by Prudential each time such closing is delayed); "DTS" means Days to Settlement, i.e., the number of actual days elapsed from and including the original Closing Day with respect to such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Note) to but excluding the date of such payment; and "PA" means Principal Amount, i.e., the principal amount of the Accepted Note for which such calculation is being made. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with paragraph 2B(7).

2B(8)(iv). Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of paragraph 2B(5) or the penultimate sentence of paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the

"Cancellation Date"), the Company will pay to Prudential in immediately available funds an amount (the "Cancellation Fee") calculated as follows:

PI X PA

where "PI" means Price Increase, i.e., the quotient (expressed in decimals) obtained by dividing (a) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Notes(s) on the Acceptance Day for such Accepted Note by (b) such bid price; and "PA" has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Bridge Telerate Services (Telerate) (or, if such data for any reason ceases to be available through Bridge Telerate Services (Telerate), any publicly available source of similar market data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the Cancellation Fee be less than zero.

3. CONDITIONS OF CLOSING.

3A. Conditions to Amendments and Restatements, Release of Company and Issuance of Series C Notes. The effectiveness of the amendment and restatement of the $12,500,000 principal amount of Existing 7.21% Notes pursuant to paragraph 2A(1) hereof, the amendment to the maturity date of the Existing 6.70% Notes and the amendment and restatement of the $25,000,000 principal amount of the Existing 6.70% Notes pursuant to paragraph 2A(2) hereof, the amendment and restatement of the 1992 Note Agreement and the 1996 Note Agreement and the release of the Company from any obligations with respect to the Varian, Inc. Notes pursuant to paragraph 11S hereof and the obligation of Prudential to purchase and pay for the Series C Notes are subject to the satisfaction, on or before the Series C Closing Day, of (i) each of the conditions to the obligations to purchase and pay for the Series C Notes set forth in paragraph 3B hereof, and (ii) each of the following conditions:

3A(1). Spin Off. All agreements and instruments relating to the Spin Off shall be in form and substance reasonably satisfactory to the Purchasers and shall have been duly executed and delivered by the parties thereto, the Purchasers shall have received copies of all such agreements and instruments together with an Officer's Certificate certify that such agreements and instrument are correct and complete, and the Spin Off shall have been consummated in accordance with the terms of such agreements and instruments.

3A(2). Consummation of Sale of Series C Notes and Prepayment of Existing Notes. The Company shall have consummated the sale of the Series C Notes to the Purchasers in accordance with the terms hereof and, concurrently therewith, the Company shall have prepaid $14,000,000 principal amount of the Existing 7.49% Notes and $7,000,000 principal amount of the Existing 6.90% Notes, and together with such prepayment, shall have paid the accrued interest thereon to the date of prepayment and the Yield-Maintenance Amount (as defined in the 1992 Note Agreement), if any, with respect thereto, in accordance with paragraph 4A of the 1992 Note

Agreement. Notwithstanding the provisions of the 1992 Note Agreement, if the Company shall prepay such principal amounts of the Existing 7.49% Notes and Existing 6.90% Notes from the proceeds of the sale of the Series C Notes as contemplated by this Agreement, then, for the purposes of calculating such Yield-Maintenance Amount due on such prepayment, the "Reinvestment Yield", as defined in the 1992 Note Agreement, shall be 0.50% plus the amount of such Reinvestment Yield otherwise determined in accordance with definition thereof in the 1992 Note Agreement.

3A(3). Payment of Accrued Interest. To the extent not paid pursuant to paragraph 3A(2), the Company shall have paid all accrued interest on the Existing 7.49% Notes, the Existing 6.90% Notes, the Existing 7.21% Notes and the Existing 6.70% Notes as of the Series C Closing Day.

3A(4). Varian, Inc. Amended and Restated Note Agreement. Prudential and Varian, Inc shall have duly executed and delivered the Varian, Inc. Amended and Restated Note Agreement and the Varian, Inc. Amended and Restated Note Agreement shall be in full force and effect. All conditions to the effectiveness of the amendment and restatement of the 1992 Note Agreement and the 1996 Note Agreement, as they relate to the Varian Notes, under the Varian, Inc. Amended and Restated Note Agreement shall have been satisfied.

3A(5). Restated Notes. Prudential shall have received the Series A Notes and the Series B Notes, as contemplated by paragraphs 2A(1) and 2A(2) hereof, duly executed and delivered by the Company.

3A(6). Fees and Expenses. Without limiting the provisions of paragraph 11B hereof, the Company shall have paid the reasonable fees, charges and disbursements of special counsel to the Purchasers in connection with the transactions contemplated thereby.

3A(7). Securities Valuation Office Questionnaire. The Company will have delivered to the Purchasers a copy of the Company's response to the Year 2000 Due Diligence Questionnaire supplied by the Securities Valuation Office of the National Association of Insurance Commissioners.

3B. Conditions to Purchase of Notes. The obligation of any Purchaser to purchase and pay for any Notes is subject to the satisfaction (i) on or before the Series C Closing Day, of each of the conditions set forth in paragraph 3A, and (ii) on or before the Closing Day for such Notes, of the following additional conditions:

3B(1). Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day:

(i) The Note(s) to be purchased by such Purchaser.

(ii) Certified copies of the resolutions of the Boards of Directors of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.

(iii) Certificates of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.

(iv) Certified copies of the Charter and By-laws of the Company.

(v) A favorable opinion from the general counsel of the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit E-1 (in the case of the Series C Notes) or E-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.

(vi) Good standing certificates for the Company from the Secretaries of State of Delaware and California dated as of a recent date and such other evidence of the status of the Company as such Purchaser may reasonably request.

(vii) In the case of Closing Days other than the Series C Closing Day, additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser at least two Business Days prior to the Closing Day.

3B(2). Opinion of Purchaser's Special Counsel. Such Purchaser shall have received from James F. Evert, Assistant General Counsel of Prudential or such other counsel who is acting as special counsel for it in connection with this transaction, a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

3B(3). Representations and Warranties; No Default. The representations and warranties of the Company contained in paragraph 8 hereof shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

3B(4). Purchase Permitted by Applicable Laws. The purchase of and payment for the Notes to be purchased by such Purchaser on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Company) shall not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as it may request to establish compliance with this condition.

3B(5). Payment of Fees. The Company shall have paid to Prudential any fees due it pursuant to or in connection with this Agreement, including the Structuring Fee, the Rate Reduction Fee and the Credit Adjustment Fee due pursuant to paragraph 2B(8)(i), any Issuance Fee due pursuant to paragraph 2B(8)(ii) and any Delayed Delivery Fee due pursuant to paragraph 2B(8)(iii).

4. PREPAYMENTS. The Series A Notes, the Series B Notes, the Series C Notes and any Shelf Notes shall be subject to required prepayment as and to the extent provided in paragraphs 4A and 4B, respectively. The Series A Notes, the Series B Notes, the Series C Notes and any Shelf Notes shall also be subject to prepayment under the circumstances set forth in paragraph 4C.

4A. Required Prepayments of Series A Notes, Series B Notes and Series C Notes.

4A(1). Required Prepayments of Series A Notes. Until the Series A Notes shall be paid in full, the Company shall apply to the prepayment of the Series A Notes, without Yield Maintenance Amount, the sum of $2,500,000 on April 2 in each year, commencing April 2, 2006 through and including April 2, 2009, and such principal amounts of the Series A Notes, together with interest accrued thereon to the payment dates, shall become due on such payment dates. The remaining unpaid principal amount of the Series A Notes, together with interest accrued thereon, shall become due on the maturity date of the Series A Notes.

4A(2). Required Prepayments of Series B Notes. Until the Series B Notes shall be paid in full, the Company shall apply to the prepayment of the Series B Notes, without Yield-Maintenance Amount, the sum of $6,250,000 on each of April 30, 2008, April 30, 2010 and April 30, 2012, and such principal amounts of the Series B Notes, together with interest accrued thereon to the payment dates, shall become due on such payment dates. The remaining unpaid principal amount of the Series B Notes, together with interest accrued thereon, shall become due on the maturity date of the Series B Notes.

4A(3). Required Prepayments of Series C Notes. Until the Series C Notes shall be paid in full, the Company shall apply to the prepayment of the Series C Notes, without Yield-Maintenance Amount, the sum of $5,250,000 on each of April 2, 2005, April 2, 2007 and April 2,

2009, and such principal amounts of the Series C Notes, together with interest accrued thereon to the payment dates, shall become due on such payment dates. The remaining unpaid principal amount of the Series C Notes, together with interest accrued thereon, shall become due on the maturity date of the Series C Notes.

4B. Required Prepayments of Shelf Notes. Each Series of Shelf Notes shall be subject to the required prepayments, if any, set forth in the Notes of such Series.

4C. Optional Prepayment With Yield-Maintenance Amount. The Notes of each Series shall be subject to prepayment, in whole at any time or from time to time in part (in integral multiples of $100,000 and in a minimum amount of $1,000,000), at the option of the Company, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each such Note. Notwithstanding paragraphs 4A(1), 4A(2), 4A(3) and 4B, upon any partial prepayment of Notes of a Series pursuant to this paragraph 4C, the principal amount of each required prepayment of the Notes of such Series under paragraph 4A(1), 4A(2), 4A(3) or 4B, as the case may be, becoming due after the date of such prepayment shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes of such Series is reduced as a result of such prepayment pursuant to this paragraph 4C.

4D. Notice of Optional Prepayment. The Company shall give the holder of each Note of a Series to be prepaid pursuant to paragraph 4C irrevocable written notice of such prepayment not less than 5 Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes of such Series to be prepaid on such date, the principal amount of the Notes of such Series held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4C. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4C, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or in the applicable Confirmation of Acceptance or by notice in writing to the Company.

4E. Application of Prepayments. In the case of each prepayment of less than the entire unpaid principal amount of all outstanding Notes of any Series pursuant to paragraph 4A, 4B or 4C, the amount to be prepaid shall be applied pro rata to all outstanding Notes of such Series according to the respective unpaid principal amounts thereof.

4F. Retirement of Notes. The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraph 4A, 4B or 4C or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes of any Series held by any holder.

5. AFFIRMATIVE COVENANTS. During the Issuance Period and so long thereafter as any Note is outstanding and unpaid, the Company covenants as follows:

5A. Financial Statements; Notice of Defaults. The Company covenants that it will deliver to each Significant Holder in duplicate:

(iii) promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as it shall send to its stockholders and copies of all registration statements (without exhibits and exclusive of any registration statement on From S-8 or any successor thereto) and all reports which it files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission);

(iv) promptly upon any amendment or other modification thereof which changes the types or amounts of investments or classes of investments permitted thereby, a copy of the Investment Policy reflecting such amendment or other modification; and

(v) with reasonable promptness, such other financial data as such Significant Holder may reasonably request.

Together with each delivery of financial statements required by clauses (i) and
(ii) above, the Company will deliver to each Significant Holder an Officer's Certificate demonstrating (with computations in reasonable detail) compliance by the Company and its Subsidiaries with the provisions of paragraphs 6A, 6B, 6C(2) and 6C(3) and stating that there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto. Together with each delivery of financial statements required by clause
(ii) above, the Company will deliver to each Significant Holder a certificate of such accountants stating that, in making the audit necessary for their report on such financial statements, they have obtained no knowledge of any Event of Default or Default, or, if they have obtained knowledge of any Event of Default or Default, specifying the nature and period of existence thereof. Such accountants, however, shall not be liable to anyone by reason of their failure to obtain knowledge of any Event of Default or Default which would not be disclosed in the course of such audit.

The Company also covenants that immediately after any Designated Officer obtains knowledge of an Event of Default or Default, it will deliver to each Significant Holder an Officer's Certificate specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto.

5B. Information Required by Rule 144A. The Company covenants that it will, upon the request of the holder of any Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this paragraph 5B, the term "qualified institutional buyer" shall have the meaning specified in Rule 144A under the Securities Act.

5C. Inspection of Property. The Company covenants that it will permit any Person designated by any Significant Holder in writing, at such Significant Holder's expense, to visit and inspect any of the properties of the Company and its Subsidiaries, to examine the corporate books and financial records of the Company and its Subsidiaries and make copies thereof or extracts therefrom (provided making copies or taking extracts of any such documents with the consent of the Company is not prohibited by any federal, state or local law) and to discuss the affairs, finances and accounts of any of such corporations with
(x) the principal officers of the Company and (y) during the pendency of an Event of Default and so long as an officer of the Company is provided an opportunity to attend, its independent public accountants, all at such reasonable times and as often as such Significant Holder may reasonably request; provided, however, that (i) the foregoing provisions of this paragraph 5C shall be subject to compliance with applicable security regulations of the United States Government, (ii) matters which the Company in good faith has determined are

subject to the attorney/client privilege, information from third parties which the Company is required to maintain as confidential and confidential research and design information of the Company or of any Subsidiary shall not be subject to such inspection, examination, copying and discussion and (iii) disclosure of any other material non-public information of the Company or its Subsidiaries requested by such Person may be conditioned upon such Person's execution and delivery of a confidentiality agreement in the form of Exhibit F-1 (in the case of Prudential or any Prudential Affiliate) or in the form of Exhibit F-2 or such other form as is reasonably satisfactory to the Company and such Person (in the case of any other holder of Notes).

5D. Covenant to Secure Notes Equally. The Company covenants that, if it or any Subsidiary shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of paragraph 6C(1) (unless prior written consent to the creation or assumption thereof shall have been obtained pursuant to paragraph 11C), it will, if requested by the Required Holders, make or cause to be made effective provision whereby the Notes will be secured by such Lien equally and ratably with any and all other Funded Debt thereby secured so long as any such other Funded Debt shall be so secured.

5E. Maintenance of Insurance. The Company covenants that it will, and will cause its Subsidiaries to, maintain insurance in such amounts and against such hazards and liabilities as customarily is maintained by other companies operating similar businesses and, from time to time, upon the written request of any Significant Holder, will deliver an Officer's Certificate specifying the details of such insurance then in effect.

5F. Compliance with Laws. The Company covenants that it will, and will cause each of the Subsidiaries to, comply in a timely fashion with, or operate pursuant to valid waivers of the provisions of, all applicable statutes, rules, regulations and orders of all federal, state, local and foreign governments, courts, agencies or regulatory bodies, including all Environmental Laws, except where noncompliance would not materially adversely affect the business, condition (financial or otherwise) or operations of the Company and the Subsidiaries taken as a whole.

6. NEGATIVE COVENANTS. During the Issuance Period and so long thereafter as any Note or other amount due hereunder is outstanding and unpaid, the Company covenants as follows:

6A. Certain Financial Requirements. The Company covenants that it will not permit:

(i) Consolidated Working Capital at any time to be less than $50,000,000;

(ii) the ratio of (A) the sum of Consolidated Cash and Cash Equivalents plus Consolidated Receivables to (B) Consolidated Current Liabilities at any time to be less than 50%; or

(iii) the ratio of (A) the sum of (1) Consolidated Net Earnings plus
(2) Consolidated income taxes plus (3) Consolidated Interest Expense to (B) Consolidated Interest Expense for the five immediately preceding consecutive fiscal quarters at any time to be less than 300%.

6B. Dividend Limitation. The Company covenants that it will not and will not permit any Subsidiary to (i) pay or declare any dividend on any class of its stock, or make any other distribution on account of any class of its stock (other than the distribution of the stock of Varian, Inc. to the stockholders of the Company in the Spin-Off), or (ii) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its stock (all of the foregoing being herein called "Restricted Payments") except any such Restricted Payment which, when added to all prior Restricted Payments made by the Company or any Subsidiary after September 30, 1998, does not exceed Consolidated Net Earnings Available for Restricted Payments. There shall not be included in Restricted Payments (i) dividends paid, or distributions made, in its own stock by the Company or a Subsidiary; (ii) exchanges of stock of one or more classes of the Company or a Subsidiary for its common stock or for its stock of the same class, except to the extent that cash or other value is involved in such exchange;
(iii) the cost of stock of the Company repurchased by the Company in any year for the issuance of new stock to employees and directors under the employee stock plans and programs described in the Company's proxy statement dated January 16, 1992, and any successor or replacement programs, but not to exceed the proceeds received by the Company from the issuance of stock under such plans and programs during such year; or (iv) dividends or distributions paid by a Subsidiary to the Company. The term "stock" as used in this paragraph 6B shall include warrants, rights or options to purchase stock.

6C. Lien, Funded Debt and Other Restrictions. The Company covenants that it will not and will not permit any Subsidiary to:

6C(1). Liens. Create, assume or suffer to exist at any time any Lien upon any of its property or assets, whether now owned or hereafter acquired (whether or not provision is made for the equal and ratable securing of the Note in accordance with the provisions of paragraph 5C), except

(i) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with generally accepted accounting principles;

(ii) other Liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(iii) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to the Company or another Subsidiary; and

(iv) any Lien on property of the Company or any Subsidiary securing Funded Debt permitted by paragraph 6C(2), provided that Funded Debt secured by all such Liens shall not at any time exceed 15% of Consolidated Tangible Net Worth;

6C(2). Consolidated Funded Debt. Create, incur, assume or suffer to exist at any time any Funded Debt, except to the extent that (i) Consolidated Funded Debt is less than or equal to 55% of Consolidated Tangible Gross Worth, (ii) Consolidated Funded Debt secured by Liens is less than or equal to 15% of Consolidated Tangible Net Worth, and (iii) Funded Debt of Subsidiaries (including Guarantees of Funded Debt of the Company) to Persons other than the Company or another Subsidiary is less than or equal to 10% of Consolidated Tangible Net Worth;

6C(3). Loans, Advances, Investments and Contingent Liabilities. Make or permit to remain outstanding any loan or advance to, or Guarantee, endorse or otherwise voluntarily be or become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person (provided that for purposes of this Agreement down payments and progress payments in the ordinary course of business shall not be considered as advances), except that the Company or any Subsidiary may:

(i) make or permit to remain outstanding loans or advances to any Subsidiary,

(ii) own, purchase or acquire stock, obligations or securities of a Subsidiary, or of a corporation which immediately after such purchase or acquisition will be a Subsidiary,

(iii) acquire and own stock, obligations or securities received in settlement of debts (created in the ordinary course of business) owing to the Company or any Subsidiary,

(iv) endorse negotiable instruments for collection in the ordinary course of business,

(v) make or permit to remain outstanding (A) travel advances in the ordinary course of business to, and (B) loans and Guarantees pursuant to employee relocation and housing programs approved by the Company's Board of Directors to or on behalf of, officers and employees of the Company or any Subsidiary,

(vi) Guarantee obligations of other Persons, provided the Funded Debt represented by such Guarantees does not violate any provision of this Agreement, including paragraph 6C(2),

(vii) make investments as permitted by the investment policy (the "Investment Policy") adopted by the Board of Directors of the Company and which is attached hereto as Exhibit G, as amended from time to time,

(viii) make Restricted Payments in compliance with paragraph 6B,

(ix) guarantee obligations of Varian, Inc. and VSEA constituting "shared liabilities" as that term is defined in the Amended and Restated Distribution Agreement, dated as of January 14, 1999 by and among the Company, Varian, Inc. and VSEA, and

(x) make other loans, advances and investments, provided that the aggregate dollar amount thereof shall not at any time exceed 20% of Consolidated Tangible Net Worth;

6C(4). Sale of Stock and Funded Debt of Subsidiaries. Sell, issue or otherwise dispose of any shares of stock (other than director's or shareholder's qualifying shares) or Funded Debt of any Subsidiary, except (i) to the Company or another Subsidiary, (ii) that all shares of stock and Funded Debt of any Subsidiary at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Funded Debt so sold, provided that such sale shall be subject to and shall not violate paragraph 6C(5), and further provided that, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Funded Debt of any other Subsidiary (unless all of the shares of stock and Funded Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4)) and (iii) less than all shares of stock in a Subsidiary may be sold for a consideration of not less than fair value (as determined in good faith by the Board of Directors of the Company) so long as the Company's remaining investment in such former Subsidiary is treated as an investment and can be held in compliance with paragraph 6C(3);

6C(5). Merger and Sale of Assets. Enter into any transaction of merger or consolidation with any other corporation or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Person, except that

(i) any Subsidiary wholly-owned by the Company may merge with the Company (provided that the Company shall be the continuing or surviving corporation) or with any one or more other Subsidiaries,

(ii) any Subsidiary may sell, lease, transfer or otherwise dispose of (collectively, "Transfer") any of its assets to the Company or another Subsidiary,

(iii) any Subsidiary may Transfer all or substantially all of its assets subject to the conditions specified in paragraphs 6C(4)(ii) and the remainder of this 6C(5) with respect to the sale of the stock of such Subsidiary,

(iv) the Company may merge or consolidate with any other corporation provided that the Company shall be the continuing or surviving corporation and that immediately after

such merger or consolidation, there shall exist no Event of Default or Default under this Agreement, and

(v) the Company or any Subsidiary may Transfer any of its assets provided that (x) the book value of all such assets Transferred, together with the book value of all shares of stock and Funded Debt of any Subsidiary Transferred pursuant to the provisions of paragraph 6C(4) and assets Transferred pursuant to clause (iii) of this paragraph 6C(5), in any fiscal year does not exceed 20% of Consolidated Tangible Net Worth as of the last day of the immediately preceding fiscal year, and (y) the assets, including any assets Transferred pursuant to clause (iii) of this paragraph 6C(5) and any Subsidiary Transferred pursuant to the provisions of paragraph 6C(4), Transferred in any fiscal year shall have contributed less than 10% of the average amount of Consolidated Net Earnings for the three fiscal years immediately preceding the fiscal year in which such determination takes place;

provided, however, that notwithstanding any provision of paragraphs 6C(4) and 6C(5) to the contrary, (A) the Company and its Subsidiaries shall not Transfer assets, on a cumulative basis from the date of this Agreement, either with a book value in excess of 40% of Consolidated Tangible Net Worth (measured as of the last day of the fiscal year immediately preceding the fiscal year in which such determination takes place) or that contributed Consolidated Net Earnings (calculated as set forth in clause (v) (y) above) in excess of 20% of Consolidated Net Earnings for the three fiscal years immediately preceding the fiscal year in which such determination takes place, and (B) the Company may discontinue the operation of, or sell, any division of its business or any Subsidiary if such division or Subsidiary is unprofitable and the Board of Directors of the Company in good faith has determined that the business of such division or Subsidiary should be so discontinued or otherwise abandoned;

6C(7). Transactions with Stockholders. Directly or indirectly, purchase, acquire or lease any property from, or Transfer any property to, or otherwise deal with, in the ordinary course of business or otherwise (i) any Affiliate or
(ii) any Substantial Stockholder, except that (a) the Company may sell to, or purchase (within the limitations of paragraph 6B) from, any such person shares of the Company's stock, (b) such acts and transactions prohibited by this paragraph 6C(7) may be performed or engaged in if made upon terms not less favorable than if no such relationship described in clauses (i) and (ii) above existed, (c) the foregoing shall not apply to cash compensation, stock option and other stock-based incentive compensation, employee relocation and other employee benefit plans approved by the Company's Board of Directors, (d) the Company and its Subsidiaries

may, in the ordinary course of business, directly or indirectly, purchase, acquire or lease property from, or Transfer property to, or otherwise deal with Affiliates provided that such transaction with any such Affiliate shall be not less favorable to the Company and its Subsidiaries than if such transactions were entered into with non-Affiliates and (e) the Company and Subsidiaries may engage in such transactions if approved by a majority of the outside, disinterested members of the Company's Board of Directors.

7. EVENTS OF DEFAULT.

7A. Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

(i) the Company defaults in the payment of any principal of or Yield Maintenance Amount on any Note when the same shall become due, either by the terms thereof or otherwise as herein provided; or

(ii) the Company defaults in the payment of any interest on any Note for more than 10 days after the date due; or

(iv) any representation or warranty made by the Company herein or by the Company or any of its officers in any writing furnished in connection with or pursuant to this Agreement shall be false in any material respect on the date as of which made; or

(v) the Company fails to perform or observe any agreement contained in paragraph 6; or

(vi) the Company fails to perform or observe any other agreement, term or condition contained herein and such failure shall not be remedied within 30 days after any Designated Officer obtains actual knowledge thereof; or

(vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or

(viii) any decree or order for relief in respect of the Company or any Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the "Bankruptcy Law"), of any jurisdiction; or

(ix) the Company or any Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company or any Subsidiary, or of any substantial part of the assets of the Company or any Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings (other than proceedings for the voluntary liquidation and dissolution of a Subsidiary) relating to the Company or any Subsidiary under the Bankruptcy Law of any other jurisdiction; or

(x) any such petition or application is filed, or any such proceedings are commenced, against the Company or any Subsidiary and the Company or such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 30 days; or

(xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets with a book value, or the divestiture of the stock of a Subsidiary whose assets have a book value, in excess of 20% of Consolidated Tangible Net Worth (measured at the end of the fiscal year immediately preceding the fiscal year in which such divestiture occurs) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed in excess of 10% of the average amount of Consolidated Net Earnings for the three completed fiscal years immediately preceding the fiscal year in which such divestiture occurs, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xiii) one or more final judgments in an aggregate amount in excess of $5,000,000 is rendered against the Company or any Subsidiary and, within 60 days after entry thereof, any such judgment is not discharged or execution thereof stayed pending appeal, or within 60 days after the expiration of any such stay, any such judgment is not discharged; or

(xiv) if (a) any Plan shall fail to satisfy any applicable minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (b) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (c) the aggregate "amount of unfunded benefit liabilities" (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $1,000,000, (d) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (e) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (f) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (a) through (f) above, either individually or together with any other such event or events, would reasonably be expected to have a material adverse effect on the financial condition of the Company and its Subsidiaries taken as a whole;

then (a) if such event is an Event of Default specified in clause (i) or (ii) of this paragraph 7A, any holder of any Note may at its option during the continuance of such Event of Default, by notice in writing to the Company, declare all of the Notes held by such holder to be, and all of the Notes held by such holder shall thereupon be and become, immediately due and payable at par together with interest accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company, (b) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the Company, all of the Notes at the time outstanding shall automatically become immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company, and (c) with respect to any event constituting an Event of Default, the Required Holder(s) of the Notes of any Series may at its or their option during the continuance of such Event of Default, by notice in writing to the Company, declare all of the Notes of such Series to be, and all of the Notes of such Series shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note of such Series, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company.

7B. Rescission of Acceleration. At any time after any or all of the Notes of any Series shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) of the Notes of such Series may, by notice in writing to the Company, rescind and annul such declaration and its consequences if (i) the Company shall have paid all overdue interest on the Notes of such Series, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Notes of such Series which have become due otherwise than by reason of such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the rate specified in the Notes of such Series, (ii) the Company shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, and (iv) no judgment or decree shall have been entered for the payment of any amounts due pursuant to the Notes of such Series or this Agreement. No such rescission or annulment shall extend to or affect any subsequent Event of Default or Default or impair any right arising therefrom.

7C. Notice of Acceleration or Rescission. Whenever any Note shall be declared immediately due and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled pursuant to paragraph 7B, the Company shall forthwith give written notice thereof to the holder of each Note of each Series at the time outstanding.

7D. Other Remedies. If any Event of Default or Default shall occur and be continuing, the holder of any Note may proceed to protect and enforce its rights under this Agreement and such Note by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement. No remedy conferred in this Agreement upon the holder of any Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

8. REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows (all such representations, warranties and covenants being made both immediately before and after giving effect to the Spin Off and all references to "Subsidiary" and "Subsidiaries" in this paragraph 8 shall be deemed omitted if the Company has no Subsidiaries at the time the representations herein are made or repeated):

8A. Organization. The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware, each Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is incorporated, and the Company has and each Subsidiary has the corporate power to own its respective property and to carry on its respective business as now being conducted, and the Company is and each Subsidiary is duly qualified as a foreign corporation to do business and in good standing in every jurisdiction in which the nature of the respective business conducted by it makes such qualification necessary,

excepting jurisdictions where failure to qualify would on a consolidated basis have no material effect on the Company. The issuance of any Notes pursuant to this Agreement is in compliance with the authorizing resolutions of the Board of Directors then in effect and will not result in the aggregate outstanding amount of Notes, debt obligations and other borrowings authorized by such resolutions, after giving effect to the issuance of, and application of the proceeds from, such Notes, to exceed the aggregate limitation contained in such authorizing resolutions.

8B. Financial Statements. The Company has furnished each Purchaser of the Series C Notes and any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the last day of each of the two fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of earnings, cash flows and shareholders' equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP (or another nationally recognized independent accounting firm), (ii) a proforma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the Spin-Off as of the last day of the fiscal year ending October 2, 1998 and proforma consolidated statements of earnings and cash flows of the Company and its Subsidiaries after giving effect to the Spin-Off for such year,
(iii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of earnings and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. Such financial statements (including any related schedules and/or notes) are complete (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of earnings, stockholders' equity and cash flows fairly present the results of the operations of the Company and its Subsidiaries and their cash flows for the periods indicated. Other than as a result of the Spin-Off, there has been no material adverse change in the business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole since the end of the most recent fiscal year for which such audited financial statements have been furnished.

8C. Actions Pending. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, by or before any court, arbitrator or administrative or governmental body which could reasonably be expected to

result in any material adverse change in the business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole.

8D. Outstanding Funded Debt. Neither the Company nor any of its Subsidiaries has outstanding any Funded Debt except as permitted by paragraph 6C(2). There exists no default under the provisions of any instrument evidencing such outstanding Funded Debt or of any agreement relating thereto.

8E. Title to Properties. The Company has and each of its Subsidiaries has good and marketable title to its respective real properties (other than properties which it leases) and good title to all of its other respective properties and assets, other than any immaterial assets with respect to which it will diligently attempt to obtain good and marketable title after the Spin Off, in both cases to the extent material to the Company's Consolidated business, including the properties and assets reflected in the most recent audited balance sheet referred to in paragraph 8B (other than properties and assets disposed of in the ordinary course of business, properties and assets of Varian, Inc. and its Subsidiaries as of the date of the Spin-Off, properties and assets of VSEA and its Subsidiaries as of the Spin-Off and, to the extent disclosure thereof has been made in writing to Prudential, other properties and assets disposed of in compliance with the terms of this Agreement), subject to no Lien of any kind except Liens permitted by paragraph 6C(1). All leases necessary in any material respect for the conduct of the Consolidated business of the Company and its Subsidiaries are valid and subsisting and are in full force and effect.

8F. Taxes. The Company has and each of its Subsidiaries has filed all federal, state and other income tax returns which, to the best knowledge of the officers of the Company and its Subsidiaries, are required to be filed, and each has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due and the failure to either file such returns or pay such taxes or assessments could have a material adverse effect on the Company and its Subsidiaries, taken as a whole, except such taxes as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles.

8G. Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the Company's Consolidated business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes (including, without limitation, the consummation of the Spin Off and the assumption by Varian, Inc. of certain of the obligations of the Company under the Existing 7.49% Notes, the Existing 6.90% Notes, the Existing 7.21% Notes and the Existing 6.70% Notes as contemplated by the Varian, Inc. Amended and Restated Note Agreement) will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-

8H. Offering of Notes. Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Company for sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any Person other than Institutional Investors, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of
Section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

8I. Use of Proceeds. The proceeds of the Series C Notes will be used to fund the prepayment of a portion of the Existing 7.49% Notes and the Existing 6.90% Notes as contemplated by paragraph 3A(2) hereof. None of the proceeds of the sale of any Notes will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any "margin stock" as defined in Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve System (herein called "margin stock") or for the purpose of maintaining, reducing or retiring any indebtedness which was originally incurred to purchase or carry any stock that is then currently a margin stock (other than retiring indebtedness incurred to acquire stock of the Company, which stock is retired promptly upon the Company's acquisition thereof) or for any other purpose which might constitute the purchase of such Notes a "purpose credit" within the meaning of such Regulation U, unless the Company shall have delivered to the Purchaser which is purchasing such Notes, on the Closing Day for such Notes, an opinion of counsel satisfactory to such Purchaser stating that the purchase of such Notes does not constitute a violation of such Regulation U. Neither the Company nor any agent acting on its behalf has taken or will take any action which might cause this Agreement or the Notes to violate Regulation T, Regulation U or any other regulation of the Board of Governors of the Federal Reserve System or to violate the Exchange Act, in each case as in effect now or as the same may hereafter be in effect.

8J. ERISA. No accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan) that is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. No liability to the PBGC has been or is expected by the Company or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Company, any

Subsidiary or any ERISA Affiliate which is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. Neither the Company, any Subsidiary nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance and sale of the Notes will be exempt from or will not involve any transaction which is subject to the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. The representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation of each Purchaser in paragraph 9B as to the source of funds to be used by it to purchase any Notes.

8K. Governmental Consent. Neither the nature of the Company or of any Subsidiary, nor any of their respective businesses or properties, nor any relationship between the Company or any Subsidiary and any other Person, nor any circumstance in connection with the offering, issuance, sale or delivery of the Notes is such as to require any authorization, consent, approval, exemption or any action by or notice to or filing with any court or administrative or governmental body (other than routine filings after the Closing Day for any Notes with the Securities and Exchange Commission and/or state Blue Sky authorities) in connection with the execution and delivery of this Agreement, the offering, issuance, sale or delivery of the Notes or fulfillment of or compliance with the terms and provisions hereof or of the Notes. To the extent pertaining to the Securities Act and state Blue Sky laws, the representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation of each Purchaser in paragraph 9A hereof.

8M. Disclosure. Neither this Agreement nor any other document, certificate or statement furnished to any Purchaser by or on behalf of the Company in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. To the knowledge of any Designated Officer, there is no fact peculiar to the Company or any of its Subsidiaries which materially adversely affects or in the future may (so far as the Company can now foresee) materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole and which has not been set forth in this Agreement and the schedules hereto (or in any certificate or other document required to be delivered subsequent to the execution and delivery of this Agreement).

8N. Hostile Tender Offers. None of the proceeds of the sale of any Notes will be used to finance a Hostile Tender Offer.

8O. Year 2000 Compliance. The Company has and its Subsidiaries have conducted an analysis of, and developed or are developing a compliance program with respect to, the effect of Year 2000 upon the key software, tradeware, telecommunications, physical plant and automated processes of the Company and its Subsidiaries and have made appropriate inquiry of the key customers and suppliers of the Company and its Subsidiaries. The Company anticipates that such compliance program will be completed on a timely basis and that the impact of Year 2000 on the Company, its Subsidiaries and the key customers and suppliers of the Company and its Subsidiaries will not be such as to have a material adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole.

9. REPRESENTATIONS OF THE PURCHASERS.

Each Purchaser represents as follows:

9A. Nature of Purchase. Such Purchaser is acquiring the Notes purchased by it hereunder for investment only, with neither an intention at the time of such purchase to sell or distribute such Notes nor with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser's property shall at all times be and remain within its control.

Such Purchaser acknowledges that the Notes being purchased by it have not been registered under the Securities Act, and cannot be transferred except in compliance with the Securities Act and applicable state securities laws.

9B. Source of Funds. At least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by such Purchaser to pay the purchase price of the Notes to be purchased by it hereunder: (i) the Source is the "insurance company general account" of such Purchaser (as such term is defined under Section V of the United States Department of Labor's Prohibited Transaction Class Exemption ("PTCE") 95-60), and as of the date of the purchase of the Notes such Purchaser satisfies all of the applicable requirements for relief under Sections 1 and IV of PTCE 95-60;
(ii) the Source is a separate account maintained by such Purchaser in which no employee benefit plan, other than employee benefit plans identified on a list which has been furnished by such Purchaser to the Company, participates to the extent of 10% or more; (iii) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the

conditions of Part 1(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such QPAM and (b) the names of all employee benefit plan whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iii); (iv) the Source is a governmental plan; (v) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (v); or (vi) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. For the purpose of this paragraph 9B, the terms "separate account", "governmental plan", "party in interest" and "employee benefit plan" shall have the respective meanings specified in section 3 of ERISA.

10. DEFINITIONS; ACCOUNTING MATTERS. For the purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective meanings specified therein.

10A. Yield-Maintenance Terms.

"Called Principal" shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4C or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

"Designated Spread" shall mean 0 in the case of each Series A Note, each Series B Note and each Series C Note and 0 in the case of each Note of any other Series unless the Confirmation of Acceptance with respect to the Notes of such Series specifies a different Designated Spread in which case it shall mean, with respect to each Note of such Series, the Designated Spread so specified.

"Discounted Value" shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (as converted to reflect the periodic basis on which interest on such Note is payable, if payable other than on a semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.

"Reinvestment Yield" shall mean, with respect to the Called Principal of any Note, the Designated Spread over the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City local time) on the Business Day next preceding the Settlement Date with respect to such Called Principal, on the display designated as "Page 678" on Bridge Telerate Services (Telerate) (or such other display as may replace page 678 on Bridge Telerate Services (Telerate)) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, (ii) the Treasury Constant

Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.
15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between yields reported for various maturities.

"Remaining Average Life" shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one- twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (b) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

"Remaining Scheduled Payments" shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date.

"Settlement Date" shall mean, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4C or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

"Yield-Maintenance Amount" shall mean, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in no event be less than zero.

10B. Other Terms.

"Acceptance" shall have the meaning specified in paragraph 2B(5).

"Acceptance Day" shall have the meaning specified in paragraph 2B(5).

"Acceptance Window" shall have the meaning specified in paragraph 2B(5).

"Accepted Note" shall have the meaning specified in paragraph 2B(5).

"Affiliate" shall mean any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Company, except a Subsidiary. A Person shall be

deemed to control a corporation if such Person either (i) possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise or (ii) owns beneficially, directly or indirectly, 10% or more of the voting stock of such corporation.

"Authorized Officer" shall mean (i) in the case of the Company, a Designated Officer, any other officer of the Company designated as an "Authorized Officer" of the Company in the Information Schedule attached hereto or any vice president of the Company designated as an "Authorized Officer" of the Company for the purpose of this Agreement in an Officer's Certificate executed by a Designated Officer and delivered to Prudential, and (ii) in the case of Prudential, any officer of Prudential designated as its "Authorized Officer" in the Information Schedule or any officer of Prudential designated as its "Authorized Officer" for the purpose of this Agreement in a certificate executed by one of its Authorized Officers. Any action taken under this Agreement on behalf of the Company by any individual who on or after the date of this Agreement shall have been an Authorized Officer of the Company and whom Prudential in good faith believes to be an Authorized Officer of the Company at the time of such action shall be binding on the Company even though such individual shall have ceased to be an Authorized Officer of the Company, and any action taken under this Agreement on behalf of Prudential by any individual who on or after the date of this Agreement shall have been an Authorized Officer of Prudential and whom the Company in good faith believes to be an Authorized Officer of Prudential at the time of such action shall be binding on Prudential even though such individual shall have ceased to be an Authorized Officer of Prudential.

"Available Facility Amount" shall have the meaning specified in paragraph 2B(1).

"Bankruptcy Law" shall have the meaning specified in clause (viii) of paragraph 7A.

"Business Day" shall mean any day other than (i) a Saturday or a Sunday, (ii) a day on which commercial banks in New York City or San Francisco are required or authorized to be closed and (iii) for purposes of paragraph 2B(3) hereof only, a day on which The Prudential Insurance Company of America is not open for business.

"Cancellation Date" shall have the meaning specified in paragraph 2B(8)(iv).

"Cancellation Fee" shall have the meaning specified in paragraph 2B(8)(iv).

"Capitalized Lease Obligation" shall mean any rental obligation which, under generally accepted accounting principles, is or will be required to be capitalized on the books of the Company or any Subsidiary, taken at the amount thereof accounted for as indebtedness (net of interest expenses) in accordance with such principles.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Confirmation of Acceptance" shall have the meaning specified in paragraph 2B(5).

"Consolidated" when used in connection with an accounting term, including all defined terms herein, shall mean the combined account of the type defined by the accounting term for the Company and all Subsidiaries determined in accordance with generally accepted accounting principles.

"Consolidated Cash and Cash Equivalents" shall mean, with respect to the Company and its Subsidiaries (i) all amounts from time to time on deposit in demand deposit accounts, along with interest thereon, and all other amounts shown as part of "Cash and Cash Equivalents" on the Company's consolidated balance sheet in accordance with generally accepted accounting principles, (ii) all certificates of deposit at banks or other financial institutions, net of any penalty or fees for early withdrawal and (iii) marketable securities, as determined by generally accepted accounting principles and that are within the parameters of the Investment Policy; provided, however, that "Consolidated Cash and Cash Equivalents" shall not include any of the foregoing to the extent that such amounts are on deposit for or otherwise subject to a claim or right of another Person superior or pari passu in right of priority to that of the Company or any Subsidiary, such as escrow or performance deposits.

"Consolidated Current Assets" shall mean, with respect to the Company and its Subsidiaries, the consolidated current assets thereof determined in accordance with generally accepted accounting principles.

"Consolidated Current Liabilities" shall mean, with respect to the Company and its Subsidiaries, the consolidated current liabilities thereof determined in accordance with generally accepted accounting principles.

"Consolidated Interest Expense" shall mean Consolidated gross interest expense, as determined by generally accepted accounting principles.

"Consolidated Net Earnings" shall mean the consolidated gross revenues of the Company and its Subsidiaries less all operating and non-operating expenses of the Company and its Subsidiaries including all charges of a proper character (including current and deferred taxes on income, provision for taxes on unremitted foreign earnings which are included in gross revenues, and current additions to revenues), but not including in gross revenues any gains (net of expenses and taxes applicable thereto) in excess of losses resulting from the sale, conversion or other disposition (other than in the ordinary course of business) of capital assets (i.e., assets other than current assets), any gains resulting from the write-up (other than in the ordinary course of business) of assets, any extraordinary gains, any equity of the Company and its Subsidiaries in the undistributed earnings of any corporation which is not a Subsidiary, any earnings of any other corporation acquired by the Company or any Subsidiary through purchase, merger, or consolidation or otherwise for any year prior to the year of acquisition, or any equity in any Subsidiary at the date of acquisition over the cost of the investment in such Subsidiary and not including in expenses any extraordinary losses, or any equity of the Company and its Subsidiaries in the undistributed earnings of all such corporations, all determined in accordance with generally accepted accounting principles consistently applied. With respect to any determination of Consolidated Net Earnings hereunder for any period of determination which includes any period prior to the Spin-Off, Consolidated Net Earnings for such period of determination shall be calculated on a proforma basis as though the Spin-Off had been consummated immediately prior to the beginning of the period of determination.

"Consolidated Net Earnings Available for Restricted Payments" shall mean an amount equal to (i) $30,000,000 plus (ii) 65% (or minus 100% in case of a deficit) of Consolidated Net Earnings for the period (taken as one accounting period) commencing on October 3, 1998 and terminating at the end of the last fiscal quarter immediately preceding the date of any proposed Restricted Payment.

"Consolidated Receivables" shall mean the Company's consolidated accounts receivable, determined in accordance with generally accepted accounting principles.

"Consolidated Tangible Net Worth" shall mean the amount shown on the books of the Company and all Subsidiaries as total shareholders' equity (determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied, less (without duplication) goodwill, trade names, trademarks, patents, organization expenses, unamortized debt discount expenses and other intangibles.

"Consolidated Tangible Gross Worth" shall mean the sum of (i) Consolidated Funded Debt, and (ii) Consolidated Tangible Net Worth.

"Consolidated Working Capital" shall mean the excess of Consolidated Current Assets over Consolidated Current Liabilities.

"Credit Adjustment Fee" shall have the meaning specified in paragraph
2(B)(8)(i).

"Delayed Delivery Fee" shall have the meaning specified in paragraph 2B(8)(iii).

"Demand" shall have the meaning specified in paragraph 11B.

"Designated Officer" shall mean the Chairman of the Board of Directors, President, Chief Financial Officer, Treasurer, Assistant Treasurer and Controller of the Company.

"Environmental Laws" shall mean all federal, state, local and foreign laws relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes, and any and all regulations, codes, plans, orders, decrees, judgments, injunctions, notices or demand letters issued, entered, promulgated or approved thereunder.

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

"ERISA Affiliate" shall mean any corporation which is a member of the same controlled group of corporations as the Company within the meaning of section 414(b) of the Code, or any trade or business which is under common control with the Company within the meaning of section 414(c) of the Code.

"Event of Default" shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act, and "Default" shall mean any of such events, whether or not any such requirement has been satisfied.

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

"Excluded Persons" shall mean those Persons and their respective Affiliates set forth on the list provided by the Company to a holder of a Note pursuant to paragraph 11D(2). "Excluded Persons" shall not include, except if otherwise agreed to in writing by the Company and such holder, any Person of the type specified in clause (i) of the definition of Institutional Investors.

"Existing 6.70% Notes" shall have the meaning specified in the Introduction.

"Existing 6.90% Notes" shall have the meaning specified in the Introduction.

"Existing 7.21% Notes" shall have the meaning specified in the Introduction.

"Existing 7.49% Notes" shall have the meaning specified in the Introduction.

"Facility" shall have the meaning specified in paragraph 2B(1).

"Funded Debt" shall mean, without duplication, (i) any obligation payable more than one year from the date of the creation thereof (or which is renewable or extendable at the option of the obligor for a period of more than one year from the date of creation), (ii) all indebtedness having a maturity of less than one year, provided such indebtedness is incurred pursuant to revolving credit arrangements or other financing commitments with a final, non-extendable maturity more than one year from the date of creation thereof, (iii) any obligation for borrowed money (and any notes payable, drafts accepted or advances representing extensions of credit (other than trade payables) whether or not representing obligations for borrowed money) payable on demand or within a period of one year from the date or creation thereof, (iv) seasonal credit facilities, (v) Capitalized Lease Obligations, (vi) obligations of third parties secured by a Lien on the property or other assets of the Company or any Subsidiary, (vii) obligations of partnerships and joint ventures of which the Company or any Subsidiary is a general partner or coventurer and which is not expressly non-recourse to the Company or such Subsidiaries, (viii) unfunded vested benefits under each Plan maintained for employees of the Company or any Subsidiary and covered by Title IV of ERISA, (ix) Guarantees by the Company or any Subsidiary of the foregoing (excluding letters of credit and other contingent liabilities for advance payments and performance bonds) and (x) modifications, renewals and extensions of the above.

"Guarantee" shall mean, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, lease, dividend or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed (other than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including, without limitation, any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation or service, regardless of the non-delivery or non- furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected against loss in respect thereof. The amount of any Guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

"Hedge Treasury Note(s)" shall mean, with respect to any Accepted Note, the United States Treasury Note or Notes whose duration (as determined by Prudential) most closely matches the duration of such Accepted Note.

"Hostile Tender Offer" shall mean, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases for portfolio investment purposes of such shares, equity interests, securities or rights which, together with any such shares, equity, interests, securities or rights then held, represent less than 5% of the equity interests or beneficial ownership of such corporation or other entity, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

"Including" shall mean, unless the context clearly requires otherwise, "including without limitation."

"Institutional Investors" shall mean (i) banks, finance companies, insurance companies, pension funds and other commercial lenders, (ii) "accredited investors," as such term is defined under Regulation D promulgated under the Securities Act and (iii) "qualified institutional buyers", as such term is defined in Rule 144A promulgated under the Securities Act.

"Investment Policy" shall have the meaning specified in paragraph 6C(3)(vii).

"Issuance Fee" shall have the meaning specified in paragraph 2B(8)(ii).

"Issuance Period" shall have the meaning specified in paragraph 2B(2).

"Lien" shall mean any mortgage, pledge, security interest, encumbrance, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation.

"Multiemployer Plan" shall mean any Plan which is a "multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA.

"1992 Note Agreement" shall have the meaning specified in the Introduction.

"1996 Note Agreement" shall have the meaning specified in the Introduction.

"Notes" shall have the meaning specified in paragraph 1D.

"Officer's Certificate" shall mean a certificate signed in the name of the Company by an Authorized Officer of the Company.

"PBGC" shall mean the Pension Benefit Guaranty Corporation, or any successor replacement entity thereto under ERISA.

"Person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

"Plan" shall mean any employee pension benefit plan (as such term is defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any ERISA Affiliate.

"Prudential" shall mean The Prudential Insurance Company of America.

"Prudential Affiliate" shall mean (i) any Person which, directly or indirectly, controls, is controlled by, or is under common control with, Prudential and (ii) any investment fund which is managed by Prudential or a Prudential Affiliate described in clause (i) of this definition.

"Purchasers" shall mean Prudential with respect to the Series A Notes, the Series B Notes and the Series C Notes and, with respect to any Accepted Notes, Prudential and/or the Prudential Affiliate(s), which are purchasing such Accepted Notes.

"QPAM Exemption" means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

"Rate Reduction Fee" shall have the meaning specified in paragraph 2B(8)(i)

"Request for Purchase" shall have the meaning specified in paragraph 2B(3).

"Required Holder(s)" shall mean the holder or holders of more than 50% of the aggregate principal amount of the Notes or of a Series of Notes, as the context may require, from time to time outstanding.

"Rescheduled Closing Day" shall have the meaning specified in paragraph 2B(7).

"Restricted Payments" shall have the meaning specified to such term in paragraph 6B.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Series" shall have the meaning specified in paragraph 1D.

"Series A Notes" shall have the meaning specified in the Introduction.

"Series B Notes" shall have the meaning specified in the Introduction.

"Series C Closing Day" shall have the meaning specified in paragraph 2A(3).

"Series C Note(s)" shall have the meaning specified in paragraph 1C.

"Shelf Notes" shall have the meaning specified in paragraph 1D.

"Significant Holder" shall mean (i) Prudential, so long as Prudential or any Prudential Affiliate shall hold (or be committed under this Agreement to purchase) any Note, or (ii) any other holder of at least 10% of the aggregate principal amount of the Notes of any Series from time to time outstanding.

"Spin Off" shall have the meaning specified in the Introduction.

"Structuring Fee" shall have the meaning provided in paragraph 2B(8)(i).

"Subsidiary" shall mean any corporation, association or other business entity in which the Company or one or more of its Subsidiaries or the Company and one or more of its Subsidiaries owns at least 75% of the equity or voting interests of such entity (and such equity or voting interests so owned enable the Company and/or Subsidiaries to elect at least a majority of the directors, or persons performing similar functions, of such entity), and any partnership or joint venture if more than a 75% interest in the profits or capital thereof is owned by the Company or one or more of its Subsidiaries or the Company and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of the Company or one or more of its Subsidiaries).

"Substantial Stockholder" shall mean (i) any Person owning beneficially, directly or indirectly, either individually or together with all other Persons to whom such Person is related by blood, adoption or marriage, 5% or more of the outstanding voting stock of the Company, or (ii) any Person related by blood, adoption or marriage to any Person coming within clause (i) of this definition.

"Transfer" shall have the meaning specified in paragraph 6C(5)(ii).

"Transferee" shall mean any direct or indirect transferee of all or any part of any Note purchased by any Purchaser under this Agreement.

"Varian, Inc." shall have the meaning specified in the Introduction.

"Varian, Inc. Amended and Restated Note Agreement" shall mean the Amended and Restated Note Purchase and Private Shelf Agreement and Assumption, dated as of April 2, 1999, among Varian, Inc., Prudential and each Prudential Affiliate which becomes bound by the provisions thereof.

"Varian, Inc. Notes" shall mean the Varian, Inc. Series A Notes, the Varian, Inc. Series B Notes, the Varian, Inc. Series C Notes and the Varian, Inc. Series D Notes.

"Varian, Inc. Series A Notes" shall have the meaning specified in the Introduction.

"Varian, Inc. Series B Notes" shall have the meaning specified in the Introduction.

"Varian, Inc. Series C Notes" shall have the meaning specified in the Introduction.

"Varian, Inc. Series D Notes" shall have the meaning specified in the Introduction.

"VSEA" shall mean Varian Semiconductor Equipment Associates, Inc., a Delaware corporation.

"Voting Stock" shall mean, with respect to any corporation, any shares of stock of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

10C. Accounting Principles, Terms and Determinations. All references in this Agreement to "generally accepted accounting principles" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles applied on a basis consistent with the most recent audited financial statements delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should citation, section or form be modified, amended or replaced.

11. MISCELLANEOUS.

11A. Note Payments. The Company agrees that, so long as any Purchaser shall hold any Note, it will make payments of principal of, interest on, and any Yield-Maintenance Amount payable with respect to, such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit to (i) the account or accounts of such Purchaser

specified in the Purchaser Schedule attached hereto in the case of any Series A Note, Series B Note or Series C Note, (ii) the account or accounts of such Purchaser specified in the Confirmation of Acceptance with respect to such Note in the case of any Shelf Note or (iii) such other account or accounts in the United States as such Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Company agrees to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 11A.

The obligations of the Company under this paragraph 11B shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or any Transferee and the payment of any Note.

11C. Consent to Amendments. This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be

performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes of each Series except that, (i) with the written consent of the holders of all Notes of a particular Series, and if an Event of Default shall have occurred and be continuing, of the holders of all Notes of all Series, at the time outstanding (and not without such written consents), the Notes of such Series may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes of such Series, (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes of any Series, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration, (iii) with the written consent of Prudential (and not without the written consent of Prudential) the provisions of paragraph 2B may be amended or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and sale of Notes which shall have become Accepted Notes prior to such amendment or waiver), and (iv) with the written consent of all of the Purchasers which shall have become obligated to purchase Accepted Notes of any Series (and not without the written consent of all such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended or waived insofar as such amendment or waiver would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes of such Series or the terms and provisions of such Accepted Notes. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes. The Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $1,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the

prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duty authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and Interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's indemnity agreement (which shall be unsecured if such holder is Prudential, a Prudential Affiliate or an Institutional Investor with a tangible net worth in excess of $200,000,000), or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

11D(1). Prior Notice to Company Regarding Resale; Excluded Transferees. Anything contained in paragraph 11D(1) or paragraph 11E to the contrary notwithstanding, if any holder of any Note wishes to sell all or any portion of its Note or grant any participation or other interest therein to any Person other than Prudential or a Prudential Affiliate, it shall (a) give the Company written notice of (i) such intent (a "Resale Notice") at the time such determination is made and (ii) as soon as such information is available, but in no event later than 10 days prior to any such sale, either a list of Persons to whom it intends to offer the Notes, if available, or, if such holder is selling its Notes through another Person, the identity of such Person, (b) for a five- day period commencing on the date such holder provides to the Company the information described in clause (a)(ii), consult with the Company in good faith regarding the acceptability to the Company of any prospective purchasers of such Notes or participations therein prior to soliciting bids for such sale or participation, and (c) solicit, accept and consider in good faith bids from the Company to repurchase such holder's Notes during the same time period as such holder is soliciting offers for such Notes from third parties (as part of its bid, the Company shall certify that no Event of Default exists or would exist after giving effect to its repurchase of such Notes). If such holder has not entered into a commitment to sell its Note (or portion thereof) within 90 days after the expiration of such ten-day period, such holder shall again be obligated to give notice required by this paragraph 11D(2). Prudential and Prudential Affiliates shall not be liable for any failure to provide any Resale Notice that results from such Person's negligence. The foregoing right of notice, consultation and bidding is in addition to the obligations set forth in the next succeeding paragraph regarding Excluded Persons.

The Company may, at any time, provide to the holders of the Notes a list of Excluded Persons and update such list from time to time. In designating Excluded Persons, the Company shall act reasonably and in good faith. If such list of Excluded Persons is provided or updated, as the case may be, within two Business Days of the Company's receipt of a Resale Notice, the selling holder

will not knowingly sell all or any portion of or participation in its Note to any Excluded Person or any Affiliate thereof.

11E. Persons Deemed Owners; Participations. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name any Note is registered as the owner and holder of such Note for the purpose of receiving payment of principal of and interest on, and any Yield-Maintenance Amount payable with respect to, such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to the preceding sentence and to the requirements set forth in paragraph 11D, the holder of any Note may from time to time grant participations in all or any part of such Note to any Person on such terms and conditions as may be determined by such holder in its sole and absolute discretion. The Company shall be justified in dealing only with the holder of the Note who grants any participation, and shall not, except if an event of the type described in clauses (viii) through (xi) of paragraph 7A occurs with respect to such holder, be obligated to deal with such participants.

11F. Survival of Representations and Warranties; Entire Agreement. All representations and warranties contained herein or made in writing by or on behalf of the Company in connection herewith shall survive the execution and delivery of this Agreement and the Notes, the transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.

11G. Successors and Assigns. All covenants and other agreements in this Agreement contained by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not.

11I. Independence of Covenants. Except to the extent the context specifically requires otherwise, all covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the limitations of' another covenant shall not (i) avoid the occurrence of a Default or Event of Default if such action is taken or such condition exists or (ii) in any way prejudice an attempt by the holder of any Note to prohibit, through equitable action or otherwise, the taking of any action by the Company or any Subsidiary which would result in a Default or Event of Default.

of a telephone communication, an Authorized Officer of the party conveying the information and of the party receiving the information are parties to the telephone call, and in the case of a telecopier communication, the communication is signed by an Authorized Officer of the party conveying the information, addressed to the attention of an Authorized Officer of the party receiving the information, and in fact received at the telecopier terminal the number of which is listed for the party receiving the communication in the Information Schedule or at such other telecopier terminal as the party receiving the information shall have specified in writing to the party sending such information.

So long as Prudential is the holder of any Note outstanding, the Company shall be deemed to have given any required notices or information to Noteholders who are Prudential Affiliates so long as it timely provides such notice or information to Prudential in the manner specified by the applicable provision of this Agreement.

11K. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or interest on, or Yield-Maintenance Amount payable with respect to, any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day. If the date for any payment is extended to the next succeeding Business Day by reason of the preceding sentence, the period of such extension shall not be included in the computation of the interest payable on such Business Day.

11L. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof' and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11M. Descriptive Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

11N. Satisfaction Requirement. If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser, to any holder of Notes or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

11O. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF CALIFORNIA.

11P. Severalty of Obligations. The sales of Notes to the Purchasers are to be several sales, and the obligations of Prudential and the Purchasers under this Agreement are several obligations. No failure by Prudential or any Purchaser to perform its obligations under this

Agreement shall relieve any other Purchaser or the Company of any of its obligations hereunder, and neither Prudential nor any Purchaser shall be responsible for the obligations of, or any action taken or omitted by, any other such Person hereunder.

11Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

11R. Binding Agreement. When this Agreement is executed and delivered by the Company and Prudential, it shall become a binding agreement between the Company and Prudential. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance, and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance.

11S. Amendment and Restatement of Existing Agreements; Release of the Company. Upon satisfaction of the conditions specified in paragraph 3A hereof,
(i) each of the 1992 Note Agreement and the 1996 Note Agreement, insofar as the same relate to the Series A Notes or the Series B Notes, shall be amended and restated in their entirety to read as set forth herein, the Series A Notes, the Series B Notes, the Series C Notes and any Shelf Notes shall be subject to the terms hereof, and the Varian, Inc. Notes shall not be subject to the terms hereof, and (ii) the Company shall be released from any obligations with respect to the Varian, Inc. Notes or the 1992 Note Agreement or the 1996 Note Agreement, insofar as the same relate to the Varian, Inc. Notes.

Very truly yours,

VARIAN ASSOCIATES, INC.

By: /s/ Robert A. Lemos
  ---------------------------------------
Its: Chief Financial Officer
   --------------------------------------
     Vice President, Finance

And by: /s/ Elisha W. Finney
      ------------------------------------
Its: Treasurer
   ---------------------------------------

The foregoing Agreement is hereby
accepted as of the date first above written.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: /s/ Jeffrey L. Dickson
  -------------------------------------------
                Vice President

PRUCO LIFE INSURANCE COMPANY

By: /s/ Jeffrey L. Dickson
  -----------------------------------------
                Vice President

PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY

By: /s/ Jeffrey L. Dickson
  ----------------------------------------
                Vice President

Allen A. Weaver                          Jeffrey L. Dickson
Senior Managing Director                 Managing Director
Prudential Capital Group                 Prudential Capital Group
Two Prudential Plaza                     Four Embarcadero Center
Suite 5600                               Suite 2700
Chicago, Illinois 60601                  San Francisco, California 94111
Telephone: (312) 540-4211                Telephone: (415) 291-5054
Facsimile: (312) 540-4222                Facsimile: (415) 421-6233

Joseph Y. Alouf                          Stephen J. DeMartini
Senior Vice President                    Senior Vice President
Prudential Capital Group                 Prudential Capital Group
Four Embarcadero Center                  Four Embarcadero Center
Suite 2700                               Suite 2700
San Francisco, California 94111          San Francisco, California 94111
Telephone: (415) 291-5056                Telephone:(415) 291-5056
Facsimile: (415) 421-6233                Facsimile:(415) 421-6233

Each "Designated Officer" of the Company as such term is defined in paragraph 10B of the Agreement.

Varian Medical Systems, Inc. 3100 Hansen Way Palo Alto, California
Telephone: (650) 493-4000 Facsimile: (650) 424-5358

                                                        Aggregate principal
                                                        amount of Series A
                                                        Notes and Series B
                                                        Notes to be issued in
                                                        exchange for Existing
                                                        7.21% Notes and
                                                        Existing 6.70% Notes,
                                                        respectively, and
                                                        aggregate principal
                                                        amount of Series C        Note
                                                        Notes to be purchased     Denomination(s)
                                                        ---------------------     ---------------
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA             $12,500,000 of            $12,500,000 of
                                                        Series A Notes            Series A Notes

(1)  All payments on account of Series A Notes,         $25,000,000 of            $20,000,000 and
     Series B Notes in the original principal amount    Series B Notes            $5,000,000 of
     of $20,000,000 and Series C Notes held by such                               Series B Notes
     Purchaser shall be made by wire transfer of
     immediately available funds for credit to:         $16,000,000 of            $16,000,000 of
                                                        Series C Notes            Series C Notes
     Account No. 890-0304-391
     Bank of New York
     New York, New York
     (ABA No.: 021-000-018)

All payments on account of the Series B Notes
in the original principal amount of
$5,000,000 held by such Purchaser shall be
made by wire transfer of immediately
available funds for credit to:

Account No. 890-0304-944
Bank of New York
New York, New York
(ABA No.: 021-000-018)

Each such wire transfer shall set forth the name of the Company, a reference to "7.15% Series A Senior Notes due April 2, 2010, Security No. "PPN92220P\B INV6523", 6.70% Series B Senior Notes due April 30, 2014, Security No. "!INV______!", or 6.76% Series C Senior Notes due April 2, 2011, Security No. "PPN92220P\A INV6523", as the case may be, and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made

(2) Address for all notices relating to payments:

The Prudential Insurance Company of America c/o Prudential Capital Group
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102

Attention: Manager, Investment Operations Group Telephone: (973) 802-5260
Telecopy: (973) 802-8055

(3) Address for all other communications and notices:

The Prudential Insurance Company of America c/o Prudential Capital Group - Corporates Four Embarcadero Center
Suite 2700
San Francisco, California 94111

Attention: Managing Director
Telecopy: (415) 421-6233

(4) Recipient of telephonic prepayment notices:

Manager, Investment Structure and Pricing Telephone: (201) 802-6660
Telecopy: (201) 802-9425

(5) Tax Identification No.: 22-1211670

                                                              Aggregate
                                                              Principal
                                                              Amount of
                                                              Series C
                                                             Notes to Be               Note
                                                              Purchased           Denomination(s)
                                                        ---------------------   -------------------

PRUCO LIFE INSURANCE COMPANY

1.  All payments on account of the Series C Notes             $3,000,000            $3,000,000
    held by such purchaser shall be made by wire
    transfer of immediately available funds for credit
    to:

    Pruco Life Private Placement
    Account No. 890-0304-421
    Bank of New York
    New York, New York
    (ABA No.: 021-000-018)

    Each such wire transfer shall set forth the name
    of the Company, a reference to 6.76% Series C
    Notes due April 2, 2011, "PPN92220P\A INV6523"
    and the due date and application (as among
    principal, interest and Yield-Maintenance
    Amount) of the payment being made.

2.  Address for all communications and notices:

    Pruco Life Insurance Company
    c/o Prudential Capital Group - Corporate Finance
    Four Embarcadero Center, Suite 2700
    San Francisco, California 94111-4180

    Attention: Managing Director
    Telephone: (415) 291-5054
    Telecopy: (415) 521-6233

                                                              Aggregate
                                                              Principal
                                                              Amount of
                                                              Series C
                                                             Notes to Be               Note
                                                              Purchased           Denomination(s)
                                                             -----------          ---------------
   With a copy to:

   Pruco Life Insurance Company
   c/o Trade Management
   Four Gateway Center
   100 Mulberry Street
   Newark, New Jersey 07102-4077

   Attention: Manager
   Telephone: (973) 367-3141
   Telecopy: (973) 802-9245

3. Recipient of telephonic prepayment notices with
   respect to Notes:

   Manager, Investment Structuring and Pricing
   Telephone: (973) 802-7398
   Telecopy: (973) 802-9425

4.  Tax Identification No.: 22-1944557

                                                                   Aggregate
                                                                   Principal
                                                                   Amount of
                                                                   Series C
                                                                  Notes to Be               Note
                                                                   Purchased           Denomination(s)
                                                                  -----------         ----------------
PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY

1.  All payments on account of Series C Notes held                 $2,000,000             $2,000,000
    by such purchaser shall be made by wire transfer of
    immediately available funds for credit to:

    Pruco Life New Jersey Placement
    Account No. 890-0304-754
    Bank of New York
    New York, New York
    (ABA No.: 021-000-018)

    Each such wire transfer shall set forth the name
    of the Company, a reference to 6.76% Series C
    Notes due April 2, 2011, "PPN92220P\A INV6523"
    and the due date and application (as among
    principal, interest and Yield-Maintenance
    Amount) of the payment being made.

2.  Address for all communications and notices:

    Pruco Life Insurance Company of New Jersey
    c/o Prudential Capital Group - Corporate Finance
    Four Embarcadero Center, Suite 2700
    San Francisco, California 94111-4180

    Attention: Managing Director
    Telephone:  (415) 291-5054
    Telecopy:   (415) 521-6233

                                                              Aggregate
                                                              Principal
                                                              Amount of
                                                              Series C
                                                             Notes to Be               Note
                                                              Purchased           Denomination(s)
                                                             -----------         ----------------
   With a copy to:

   Pruco Life Insurance Company of New Jersey
   c/o Trade Management
   Four Gateway Center
   100 Mulberry Street
   Newark, New Jersey 07102-4077

   Attention: Manager
   Telephone:   (973) 367-3141
   Telecopy:   (973) 802-9245

3. Recipient of telephonic prepayment notices with
   respect to Notes:

   Manager, Investment Structuring and Pricing
   Telephone:   (973) 802-7398
   Telecopy:   (973) 802-9425

4. Tax Identification No.: 22-2426019

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND CANNOT
BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

[FORM OF SERIES A NOTE]

VARIAN ASSOCIATES, INC.
to be known as
VARIAN MEDICAL SYSTEMS, INC.
effective April 3, 1999

7.15% SERIES A SENIOR NOTE DUE APRIL 2, 2010

No. ________ _______________ $ ________________ _______________

FOR VALUE RECEIVED, the undersigned, Varian Associates, Inc. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to _____________________________, or registered assigns, the principal of ____________________________________ ($____________) on April 2, 2010 with interest (computed on the basis of a 360- day year--30-day month) (a) on the unpaid balance thereof at the rate of 7.15% per annum from the date hereof, payable quarterly on the second day of April, July, October and January in each year, commencing with the January 2, April 2, July 2 or October 2 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum
[from time to time]1 equal to [the greater of (i)]/1/ 9.15% [or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its prime rate].

Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

A-1-1

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to an Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 2, 1999 (herein called the "Agreement"), between the Company, on the one hand, and The Prudential Insurance Company of America and each Prudential Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to prepayment, in whole or from time to time in part, in certain cases without Yield Maintenance Amount and in other cases with the Yield Maintenance Amount specified in the Agreement. Each holder of this Note will be deemed by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in paragraph 11H of the Agreement, (ii) to have made the representation set forth in paragraph 9B of the Agreement, and (iii) to have agreed to the limitations on transfers set forth in paragraph 11D of the Agreement.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

In case an Event of Default, as defined in the Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

This Note (i) merely re-evidences a portion of the indebtedness previously evidenced by the Company's 7.21% Series A Senior Notes due June 9, 2007 (the "Existing 7.21% Notes"), (ii) is given in exchange for, and not as payment of, Existing 7.21% Note(s), and (iii) is in no way intended to constitute a novation of any Existing 7.21% Notes.

Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.

This Note shall be construed and enforced in accordance with the internal law of the State of California.

VARIAN ASSOCIATES, INC.

A-1-2

A-1-3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND CANNOT
BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

[FORM OF SERIES B NOTE]

VARIAN ASSOCIATES, INC.
to be known as
VARIAN MEDICAL SYSTEMS, INC.
effective April 3, 1999

6.70% SERIES B SENIOR NOTE DUE APRIL 30, 2014

No. ________ _______________ $ ________________ _______________

FOR VALUE RECEIVED, the undersigned, Varian Associates, Inc. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to ______________________________, or registered assigns, the principal sum of ________________________________ on April 30, 2014 with interest (computed on the basis of a 360-day year--30-day month) (a) on the unpaid balance thereof at the rate of 6.70% per annum from the date hereof, payable quarterly on January 31, April 30, July 31 and October 31 in each year, commencing with the January 31, April 30, July 31 or October 31 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum [from time to time]1 equal to [the greater of (i)]/1/ 8.70% [or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its prime rate].

Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

A-2-1

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to an Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 2, 1999 (herein called the "Agreement"), between the Company, on the one hand, and The Prudential Insurance Company of America and each Prudential Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to prepayment, in whole or from time to time in part, in certain cases without Yield Maintenance Amount and in other cases with the Yield Maintenance Amount specified in the Agreement. Each holder of this Note will be deemed by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in paragraph 11H of the Agreement, (ii) to have made the representation set forth in paragraph 9B of the Agreement, and (iii) to have agreed to the limitations on transfers set forth in paragraph 11D of the Agreement.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

In case an Event of Default, as defined in the Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

This Note (i) merely re-evidences a portion of the indebtedness previously evidenced by the Company's 6.70% Series B Senior Notes due April 30, 2018 (the "Existing 6.70% Notes"), (ii) is given in exchange for, and not as payment of, Existing 6.70% Note(s), and (iii) is in no way intended to constitute a novation of any Existing 6.70% Notes.

Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.

This Note shall be construed and enforced in accordance with the internal law of the State of California.

VARIAN ASSOCIATES, INC.

A-2-2

A-2-3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND CANNOT
BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

[FORM OF SERIES C NOTE]

VARIAN ASSOCIATES, INC.
to be known as
VARIAN MEDICAL SYSTEMS, INC.
effective April 3, 1999

6.76% SERIES C SENIOR NOTE DUE APRIL 2, 2011

No. ________ _______________ $ ________________ _______________

FOR VALUE RECEIVED, the undersigned, Varian Associates, Inc. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to ______________________________, or registered assigns, the principal sum of ________________________________ on April 2, 2011 with interest (computed on the basis of a 360-day year--30-day month) (a) on the unpaid balance thereof at the rate of 6.76% per annum from the date hereof, payable quarterly on the second day of April, July, October and January in each year, commencing with the January 2, April 2, July 2 or October 2 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum [from time to time]/1/ equal to [the greater of (i)]1 8.76% [or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its prime rate].

Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

A-3-1

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to an Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 2, 1999 (herein called the "Agreement"), between the Company, on the one hand, and The Prudential Insurance Company of America and each Prudential Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to prepayment, in whole or from time to time in part, in certain cases without Yield Maintenance Amount and in other cases with the Yield Maintenance Amount specified in the Agreement. Each holder of this Note will be deemed by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in paragraph 11H of the Agreement, (ii) to have made the representation set forth in paragraph 9B of the Agreement, and (iii) to have agreed to the limitations on transfers set forth in paragraph 11D of the Agreement.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

In case an Event of Default, as defined in the Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.

This Note shall be construed and enforced in accordance with the internal law of the State of California.

VARIAN ASSOCIATES, INC.

A-3-2

A-3-3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND CANNOT
BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

[FORM OF SHELF NOTE]

VARIAN MEDICAL SYSTEMS, INC.

SENIOR SERIES ___ NOTE

No. __
ORIGINAL PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE:
INTEREST RATE:
INTEREST PAYMENT DATES:
FINAL MATURITY DATE:
PRINCIPAL PREPAYMENT DATES AND AMOUNTS:

FOR VALUE RECEIVED, the undersigned, Varian Medical Systems, Inc. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to ______________________, or registered assigns, the principal sum of _______________________ DOLLARS [on the Final Maturity Date specified above] [, payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof,] with interest (computed on the basis of a 360-day year--30-day month)
(a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by [Morgan Guaranty Trust Company of New York] from time to time in New York City as its prime rate.

A-4-1

Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, lawful money of the United States of America.

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to an Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 2, 1999 (herein called the "Agreement"), between the Company, on the one hand, and The Prudential Insurance Company of America and each Prudential Affiliate (as defined in the Agreement) which becomes party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in paragraph 11H of the Agreement, (ii) to have made the representation set forth in paragraph 9B of the Agreement, and (iii) to have agreed to the limitations on transfers set forth in paragraph 11D of the Agreement.

This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.

A-4-2

This Note shall be construed and enforced in accordance with the internal law of the State of California.

VARIAN MEDICAL SYSTEMS, INC.